REGISTRATION RIGHTS
AGREEMENT
VGR HOLDING LLC
LIGGETT GROUP LLC
LIGGETT VECTOR BRANDS INC.
VECTOR RESEARCH LLC
LIGGETT & MYERS HOLDINGS INC.
LIGGETT & MYERS INC.
100 MAPLE LLC
V.T. AVIATION LLC
VGR AVIATION LLC
EVE HOLDINGS INC.
VECTOR TOBACCO INC.
JEFFERIES & COMPANY,
INC.
Dated as of September 1,
2009
This Registration
Rights Agreement, dated as of September 1, 2009 (this “
Agreement ”), is entered into by and among
(i) Vector Group Ltd., a Delaware corporation (the “
Issuer ”), (ii) VGR Holding LLC, a Delaware
limited liability company, Liggett Group LLC, a Delaware limited
liability company, Liggett Vector Brands Inc., a Delaware
corporation, Vector Research LLC, a Delaware limited liability
company, Liggett & Myers Holdings Inc., a Delaware corporation,
Liggett & Myers Inc., a Delaware corporation, 100 Maple LLC, a
Delaware limited liability company, V.T. Aviation LLC, a Delaware
limited liability company, VGR Aviation LLC, a Delaware limited
liability company, Eve Holdings Inc., a Delaware corporation, and
Vector Tobacco Inc., a Virginia corporation and
(iii) Jefferies & Company, Inc. (the “ Initial
Purchaser ”), which has agreed to purchase $85,000,000
aggregate principal amount of the Issuer’s 11% Senior Secured
Notes due 2015 (the “ Series A Notes ”)
pursuant to the Purchase Agreement (as defined below).
This Agreement is
made pursuant to the Purchase Agreement, dated as of
August 27, 2009 (the “ Purchase Agreement
”), by and among the Issuer, the Guarantors and the Initial
Purchaser. In order to induce the Initial Purchaser to purchase the
Series A Notes, the Issuer and the Guarantors have agreed to
provide, subject to the conditions in this Agreement, 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 9 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Base Indenture,
dated August 16, 2007, as supplemented by a First Supplemental
Indenture, dated July 15, 2008, and a Second Supplemental
Indenture to be dated the Closing Date (defined below) among the
Issuer, the Guarantors and U.S. Bank National Association, as
Trustee (the “ Trustee ”) (the “ Second
Supplemental Indenture ” and together with the Base
Indenture and the First Supplemental Indenture, the “
Indenture ”), relating to the Series A Notes and
the Series B Notes (defined below).
The parties hereby
agree as follows:
As used in this
Agreement, the following capitalized terms shall have the following
meanings:
“ Act
” means the Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.
“
Affiliate ” has the meaning set forth in Rule 144
of the Act.
“
Agreement ” has the meaning set forth in the preamble
of this Agreement.
“
Broker-Dealer ” means any broker or dealer registered
under the Exchange Act.
“
Business Day ” means any day except a Saturday, Sunday
or any other day on which banking institutions in the City of New
York, or in the city of the corporate trust office of the Trustee,
are authorized or obligated by law or regulation to
close.
“ Closing
Date ” means the date of this Agreement.
“
Consummate ” means, and 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
Series B 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) and (c) the delivery by the Issuer to the
Registrar under the Indenture of Series B Notes in the same
aggregate principal amount as the aggregate principal amount of
Series A Notes tendered by Holders thereof pursuant to the
Exchange Offer.
“
Consummation Deadline ” has the meaning set forth in
Section 3(a).
“
Exchange Act ” means the Securities Exchange Act of
1934, as amended, and the rules and regulations of the SEC
promulgated thereunder.
“
Exchange Offer Effectiveness Deadline ” has the
meaning set forth in Section 3(a).
“
Exchange Offer Filing Deadline ” has the meaning set
forth in Section 3(a).
“
Exchange Offer ” means the exchange and issuance by
the Issuer of a principal amount of Series B Notes (which
shall be registered pursuant to the Exchange Offer Registration
Statement) equal to the outstanding principal amount of
Series A Notes that are validly tendered by Holders in
connection with such exchange and issuance.
“
Exchange Offer Registration Statement ” means the
Registration Statement relating to the Exchange Offer, including
the related Prospectus.
“ Free
Writing Prospectus ” means each offer to sell or
solicitation of an offer to buy the Series A Notes or the
Series B Notes that would constitute a “free writing
prospectus” (if the offering of the Series A Notes or
the Series B Notes was made pursuant to a registered offering
under the Act) as defined in Rule 405 under the Act, prepared
by or on behalf of the Issuer or used or referred to by the Issuer
in connection with the sale of the Series A Notes or the
Series B Notes.
“
Guarantors ” has the meaning set forth in the
Indenture.
“
Holders ” shall have the meaning set forth in
Section 2.
“
Indemnified Party ” has the meaning set forth in
Section 8(c).
“
Indemnifying Party ” has the meaning set forth in
Section 8(c).
“
Indenture ” has the meaning set forth in the preamble
of this Agreement.
“ Initial
Purchaser ” has the meaning set forth in the preamble of
this Agreement.
“
Issuer ” has the meaning set forth in the preamble of
this Agreement.
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“
Person ” means any individual, corporation,
partnership, joint venture, association, joint stock company,
trust, unincorporated organization, limited liability company or
government or other entity.
“
Prospectus ” means the prospectus included in a
Registration Statement at the time such Registration Statement is
declared effective (including without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as
part of an effective Registration Statement in reliance on
Rule 430A under the Act), as amended or supplemented by any
prospectus supplement and by all other amendments thereto,
including (i) post-effective amendments and (ii) any Free
Writing Prospectus, and all material incorporated by reference into
such prospectus.
“
Purchase Agreement ” has the meaning set forth in the
preamble of this Agreement.
“
Recommencement Date ” has the meaning set forth in
Section 6(d).
“
Registration Default ” has the meaning set forth in
Section 5.
“
Registration Statement ” means any registration
statement of the Issuer and the Guarantors relating to (a) an
offering of Series B Notes 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 and supplements thereto (including post-effective
amendments) and all exhibits and materials incorporated by
reference therein.
“
Rule 144 ” means Rule 144 promulgated under
the Act.
“ SEC
” means the Securities and Exchange Commission.
“
Series A Notes ” has the meaning set forth in the
preamble of this Agreement.
“
Series B Notes ” means the Issuer’s 11%
Series B Senior Secured Notes due 2015 to be issued pursuant
to the Indenture (a) in the Exchange Offer or (b) as
contemplated by Section 4.
“ Shelf
Effectiveness Deadline ” has the meaning set forth in
Section 4(a).
“ Shelf
Filing Deadline ” has the meaning set forth in
Section 4(a).
“ Shelf
Registration Statement ” has the meaning set forth in
Section 4(a).
“
Suspension Notice ” has the meaning set forth in
Section 6(d).
“ TIA
” means the Trust Indenture Act of 1939 as in effect on the
date of the Indenture.
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“
Transfer Restricted Securities ” means each
Series A Note until (i) the date on which such
Series A Note has been exchanged by a Person other than a
Broker-Dealer for a Series B Note in the Exchange Offer;
(ii) following the exchange by a Broker-Dealer in the Exchange
Offer of a Series A Note for a Series B Note, the date on
which the Series B Note is sold or otherwise disposed of 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; (iii) the date on which
such Series A Note has been registered under the Act and
disposed of in accordance with the Shelf Registration Statement; or
(iv) the date on which such Series A Note is distributed
to the public pursuant to Rule 144, provided that on or prior
to such date either (x) the Exchange Offer has been consummated or
(y) a Shelf Registration Statement has been declared effective
by the SEC.
A Person is deemed
to be a holder of Transfer Restricted Securities (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 law or SEC
policy, the Issuer and the Guarantors shall (i) cause the
Exchange Offer Registration Statement to be filed with the SEC not
later than 240 days after the Closing Date (such 240th day
being the “ Exchange Offer Filing Deadline ”),
(ii) use all commercially reasonable efforts to cause such
Exchange Offer Registration Statement to be declared effective by
the SEC not later than 330 days after the Closing Date (such
330th day being the “ Exchange Offer Effectiveness
Deadline ”), and (iii) commence the Exchange Offer
promptly following the declaration of effectiveness of such
Exchange Offer Registration Statement and use all commercially
reasonable efforts to Consummate the Exchange Offer on or prior to
the date 30 Business Days (or longer if there is a change in the
federal securities laws that requires an issuer exchange offer for
its debt securities to remain open for more than 30 Business Days)
after the Exchange Offer Registration Statement is declared
effective (such date being the “ Consummation Deadline
”). The Exchange Offer shall be on the appropriate form
permitting (x) registration of the Series B Notes to be
offered in exchange for the Series A Notes that are Transfer
Restricted Securities and (y) resales of Series B Notes
by Broker-Dealers that tendered into the Exchange Offer
Series A Notes that such Broker-Dealer acquired for its own
account as a result of market-making activities or other trading
activities (other than Series A Notes acquired directly from
the Issuer or any of its Affiliates) as contemplated by
Section 3(c).
(b) The
Issuer and the Guarantors shall use all commercially reasonable
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 securities laws to Consummate the Exchange Offer;
provided, however, that in no event shall such period be
less than 20 Business Days. The Issuer and the Guarantors shall
cause the Exchange Offer to comply with all applicable securities
laws. No securities other than the Series B Notes shall be
included in the Exchange Offer Registration Statement.
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(c) The
Issuer 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
Series A Notes acquired directly from the Issuer or any of its
Affiliates), 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 SEC 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 SEC as a result of a change in policy, rules or
regulations after the date of this Agreement.
Because any 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
the initial sale of any Series B Notes received by such
Broker-Dealer in the Exchange Offer, the Issuer 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 Series B Notes by
Broker-Dealers, the Issuer and the Guarantors agree to use all
commercially reasonable 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) and in conformity with the requirements
of this Agreement, the Act and the policies, rules and regulations
of the SEC as announced from time to time, for a period of
180 days from the Consummation Deadline or such shorter period
as will terminate when all Transfer Restricted Securities covered
by such Registration Statement have been sold pursuant thereto. The
Issuer and the Guarantors 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 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 SEC policy (after the Issuer and the
Guarantors have complied with the procedures set forth in
Section 6(a)(iii)(A)) or (ii) any Holder notifies the
Issuer prior to the 20th Business Day following the Consummation
Deadline that (A) it is prohibited by law or SEC policy from
participating in the Exchange Offer, (B) it may not resell the
Series B 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) it is a
Broker-Dealer and holds Series A Notes acquired directly from
the Issuer or any of its Affiliates, then the Issuer and the
Guarantors will:
(x) use all
commercially reasonable efforts to cause to be filed, not later
than 90 days after the earlier of (i) the date on which
the Issuer determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) of this
Section 4 and (ii) the date on which the Issuer receives
the notice specified in clause (a)(ii) of this Section 4 (such
earlier date, the “ Shelf Filing Deadline ”), a
shelf registration statement for an offering to be made on a
continuous basis 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; provided, however ,
that, notwithstanding this Section 4(a)(x), the Issuer and the
Guarantors shall not be required to file the Shelf Registration
Statement prior to the Exchange Offer Filing Deadline;
and
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(y) use all
commercially reasonable efforts to cause such Shelf Registration
Statement to become effective not later than 180 days after
the earlier of (i) the date on which the Issuer determines
that the Exchange Offer Registration Statement cannot be filed as a
result of clause (a)(i) of this Section 4 and (ii) the
date on which the Issuer receives the notice specified in clause
(a)(ii) of this Section 4 (such 180th day the “ Shelf
Effectiveness Deadline ”).
If, after the
Issuer has filed an Exchange Offer Registration Statement that
satisfies the requirements of Section 3(a), the Issuer is
required to file and make effective a Shelf Registration Statement
solely because the Exchange Offer is not permitted under applicable
law (i.e., clause (a)(i) of this Section 4), then the filing
of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) of this
Section 4(a); provided , however , that in such
event, the Issuer shall remain obligated to meet the Shelf
Effectiveness Deadline set forth in clause (y) of this
Section 4(a).
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 6(b)(ii), the Issuer and the Guarantors shall use all
commercially reasonable 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 Section 6(b) and (c) and in conformity with the
requirements of this Agreement, the Act and the policies, rules and
regulations of the SEC as announced from time to time, for a period
of at least two years (as extended pursuant to Section 6(d))
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 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 Issuer in writing, within 10 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
shall be entitled to liquidated damages pursuant to Section 5
unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish
additional information as requested by the SEC or as required to be
disclosed in order to make the information previously furnished to
the Issuer by such Holder not materially misleading.
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SECTION 5.
LIQUIDATED DAMAGES
If (a) any
Registration Statement required by this Agreement is not filed with
the SEC on or prior to the applicable Exchange Offer Filing
Deadline or Shelf Filing Deadline, (b) any such Registration
Statement has not been declared effective by the SEC on or prior to
the applicable Exchange Offer Effectiveness Deadline or Shelf
Effectiveness Deadline, (c) the Exchange Offer has not been
Consummated on or prior to the Consummation Deadline or
(d) the Shelf Registration Statement or the Exchange Offer
Registration Statement is filed and declared effective but
thereafter ceases to be effective or usable in connection with
resales of Transfer Restricted Securities during the periods
specified in this Agreement (each such event referred to in clauses
(a) through (d) above, a “ Registration
Default ”), then the Issuer and the Guarantors hereby
jointly and severally agree to pay to each Holder of Transfer
Restricted Securities affected thereby liquidated damages at a rate
equal to 0.25% per annum on the outstanding principal amount of
Transfer Restricted Securities held by such Holder with respect to
the first 90-day period immediately following the occurrence of the
first Registration Default. The amount of the liquidated damages
shall increase at a rate of 0.25% per annum on the outstanding
principal amount of Transfer Restricted Securities held by such
Holder with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum rate of
liquidated damages of 1.00% per annum of the outstanding principal
amount of Transfer Restricted Securities held by such Holder;
provided , however , that the Issuer 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) in the
case of clause (a) of this Section 5, (ii) upon the
effectiveness of the Exchange Offer Registration Statement (and/or,
if applicable, the Shelf Registration Statement) in the case of
clause (b) of this Section 5, (iii) upon Consummation of
the Exchange Offer in the case of clause (c) of this
Section 5 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 clause
(d) of this Section 5, the liquidated damages payable
with respect to the Transfer Restricted Securities as a result of
such clauses (a), (b), (c) or (d) of this Section 5,
as applicable, shall cease.
All accrued
liquidated damages will be paid by the Issuer and the Guarantors to
the Holders entitled thereto, in the manner provided for the
payment of interest in the Indenture, on the next scheduled
Interest Payment Date (as such date is defined in the Indenture),
as more fully set forth in the Indenture and the Notes.
Notwithstanding the fact that any Notes for which liquidated
damages are due cease to be Transfer Restricted Securities, all
obligations of the Issuer and the Guarantors to pay such accrued
liquidated damages with respect to securities shall survive until
such time as such obligations with respect to the Notes have been
satisfied in full. The liquidated damages set forth above shall be
the exclusive monetary remedy available to the Holders for a
Registration Default.
SECTION 6.
REGISTRATION PROCEDURES
(a)
Exchange Offer Registration Statement . In connection with
the Exchange Offer, the Issuer and the Guarantors shall
(i) comply with all applicable provisions of
Section 6(c), (ii) use all commercially reasonable
efforts to effect such exchange and to permit the resale of
Series B Notes by Broker-Dealers that tendered in the Exchange
Offer Series A Notes that such Broker-Dealer acquired for its
own account as a result of its market-making activities or other
trading activities (other than Series A Notes acquired
directly from the Issuer 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:
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(A) If, following
the date hereof, there has been announced a change in SEC policy
with respect to exchange offers such as the Exchange Offer that, in
the reasonable opinion of counsel to the Issuer, raises a
substantial question as to whether the Exchange Offer is permitted
by applicable law, the Issuer and the Guarantors hereby agree to
seek a no-action letter or other favorable decision from the SEC
allowing the Issuer and the Guarantors to Consummate an Exchange
Offer for such Transfer Restricted Securities. The Issuer and the
Guarantors hereby agree to pursue the issuance of such a decision
to the SEC staff level. In connection with the foregoing, the
Issuer and the Guarantors hereby agree to take all such other
commercially reasonable actions as may be requested by the SEC or
otherwise required in connection with the issuance of such
decision, including without limitation (1) participating in
telephonic conferences with the SEC, (2) delivering to the SEC
staff an analysis prepared by counsel to the Issuer setting forth
the legal basis, if any, upon which such counsel has concluded that
such an Exchange Offer should be permitted and (3) diligently
pursuing a resolution (which need not be favorable) by the SEC
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, if requested by the Issuer,
prior to the Consummation of the Exchange Offer, a written
representation to the Issuer and the Guarantors (which shall be
contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement or be deemed made by virtue of
tendering into the Exchange Offer pursuant to the provisions of the
Exchange Offer Prospectus) to the effect that (1) it is not an
Affiliate of the Issuer, (2) 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
Series B Notes to be issued in the Exchange Offer and
(3) it is acquiring the Series B Notes in its ordinary
course of business. As a condition to its participation in the
Exchange Offer, each Holder using the Exchange Offer to participate
in a distribution of the Series B Notes shall acknowledge and
agree that, if the resales are of Series B Notes obtained by
such Holder in exchange for Series A Notes acquired directly
from the Issuer or an Affiliate thereof, it (x) could not,
under SEC policy as in effect on the date of this Agreement, rely
on the position of the SEC enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital
Holdings Corporation (available May 13, 1988), as
interpreted in the SEC’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)(iii)(A) of this Section 6) and (y) 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.
8
(C) To the extent
required by SEC policies and procedures, prior to effectiveness of
the Exchange Offer Registration Statement, the Issuer and the
Guarantors shall provide a supplemental letter to the SEC
(1) stating that the Issuer and the Guarantors are registering
the Exchange Offer in reliance on the position of the SEC
enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988), Morgan Stanley and Co., Inc. (available
June 5, 1991) as interpreted in the SEC’s letter to
Shearman & Sterling dated July 2, 1993, and, if
applicable, any no-action letter obtained pursuant to clause
(a)(iii)(A) of this Section 6, (2) including a
representation that neither the Issuer nor any Guarantor has
entered into any arrangement or understanding with any Person to
distribute the Series B Notes to be received in the Exchange
Offer and that, to the best of the Issuer’s and each
Guarantor’s information and belief, each Holder participating
in the Exchange Offer is acquiring the Series B Notes in its
ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the
Series B Notes received in the Exchange Offer and (3) any
other undertaking or representation required by the SEC as set
forth in any no-action letter obtained pursuant to clause
(a)(iii)(A) of this Section 6, if applicable.
(b) Shelf
Registration Statement . In connection with the Shelf
Registration Statement, the Issuer and the Guarantors
shall:
(i) comply with
all the provisions of Section 6(c) and use all commercially
reasonable efforts to effect such registration to permit the sale
of the Transfer Restricted Securities being sold in accordance with
the intended method or m
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