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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary to keep such
     Registration Statement effective for the applicable period and cause each
     Prospectus to be supplemented by any required prospectus supplement and, as
     so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to
     keep each Prospectus current during the period described under Section 4(3)
     and Rule 174 under the 1933 Act that is applicable to transactions by
     brokers or dealers with respect to the Registrable Notes or Exchange Notes;

          (c) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Notes, to counsel for the Placement Agent, to counsel for the
     Holders and to each Underwriter of an Underwritten Offering of Registrable
     Notes, if any, without charge and upon their request, as many copies of
     each Prospectus, including each preliminary Prospectus, and any amendment
     or supplement thereto and such other documents as such Holder or
     Underwriter may reasonably request, in order to facilitate the public sale
     or other disposition of the Registrable Notes; and each of the Guarantor
     and the Obligors consents to the use of such Prospectus and any amendment
     or supplement thereto in accordance with applicable law by each of the
     selling Holders of Registrable Notes and any such Underwriters in
     connection with the offering and sale of the Registrable Notes covered by
     and in the manner described in such Prospectus or any amendment or
     supplement thereto in accordance with applicable law;

          (d) use their best efforts to register or qualify the Registrable
     Notes under all applicable state securities or "blue sky" laws of such
     jurisdictions within the United States and its territories as any Holder of
     Registrable Notes covered by a Registration Statement shall reasonably
     request in writing by the time the applicable Registration Statement is
     declared effective by the SEC, to cooperate with such Holders in connection
     with any filings required to be made with the National Association of
     Securities Dealers, Inc. and do any and all other acts and things which may
     be reasonably necessary or advisable to enable such Holder to consummate
     the disposition in each such jurisdiction of such Registrable Notes owned
     by such Holder; provided, however, that neither the Guarantor nor any
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     Obligor shall be required to (i) qualify as a foreign corporation or as a
     dealer in securities in any jurisdiction where it would not otherwise be
     required to qualify but for this Section 3(d), (ii) file any general
     consent to service of process or (iii) subject itself to taxation in any
     such jurisdiction if it is not so subject;

          (e) in the case of a Shelf Registration, notify each Holder of
     Registrable Notes, counsel for the Holders and counsel for the Placement
     Agent promptly and, if requested by any such Holder or counsel, confirm
     such advice in writing (i) when a Registration Statement has become
     effective and when any post-effective amendment