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S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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                           (B)  set forth in full or incorporate by reference in
               the underwriting agreement, if any, the indemnification
               provisions and procedures of Section 8 hereof with respect to all
               parties to be indemnified pursuant to said Section; and

                           (C)  deliver such other documents and certificates as
               may be reasonably requested by such parties to evidence
               compliance with clause (A) above and with any customary
               conditions contained in the underwriting agreement or other
               agreement entered into by the Issuers pursuant to this clause
               (xi), if any.

                    If at any time the representations and warranties of the
          Issuers contemplated in clause (A)(1) above cease to be true and
          correct, the Issuers shall so advise the Initial Purchasers and the
          underwriter(s), if any, and each selling Holder promptly and, if
          requested by such Persons, shall confirm such advice in writing.

                    (xii) in the case of a Shelf Registration, prior to any
          public offering of Transfer Restricted Securities, cooperate with the
          selling Holders, the underwriter(s), if any, and their respective
          counsel in connection with the registration and qualification of the
          Transfer Restricted Securities under the securities or Blue Sky laws
          of such jurisdictions as the selling Holders or underwriter(s) may
          reasonably request and do any and all other acts or things necessary
          or advisable to enable the disposition in such jurisdictions of the
          Transfer Restricted Securities covered by the Shelf Registration
          Statement; provided, however, that none of the Issuers shall be
          required to register or qualify as a foreign corporation where it is
          not now so registered or qualified or to take any action that would
          subject it to the service of process in suits or to taxation, other
          than as to matters and transactions relating to the Registration
          Statement, in any jurisdiction where it is not now so subject;

                    (xiii) in the case of a Shelf Registration, shall issue,
          upon the request of any Holder of Senior Discount Notes covered by the
          Shelf Registration Statement, New Notes in the same amount as the
          Senior Discount Notes surrendered to the Issuers by such Holder in
          exchange therefor or being sold by such Holder, such New Notes to be
          registered in the name of such Holder or in the name of the
          purchaser(s) of such Senior Discount Notes, as the case may be; in
          return, the Senior Discount Notes held by such Holder shall be
          surrendered to the Issuers for cancellation;

                    (xiv)  in the case of a Shelf Registration, cooperate with
          the selling Holders and the underwriter(s), if any, to facilitate the
          timely preparation and delivery of certificates representing Transfer
          Restricted Securities to be sold and not bearing any restrictive
          legends and enable such Transfer Restricted Securities to be in such
          denominations and registered in such names as the Holders or the
          underwriter(s), if any, may request at least two business days prior
          to any sale of Transfer Restricted Securities made by such
          underwriter(s);

                    (xv)   use their best efforts to cause the Transfer
          Restricted Securities covered by the Registration Statement to be
          registered with or approved by such other