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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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          governmental agencies or authorities as may be necessary to enable the
          seller or sellers thereof or the underwriter(s), if any, to consummate
          the disposition of such Transfer Restricted Securities, subject to the
          proviso contained in clause (xii) above;

                    (xvi) if any fact or event contemplated by clause
          (c)(iii)(E) above shall exist or have occurred, prepare a supplement
          or post-effective amendment to the Registration Statement or related
          Prospectus or any document incorporated therein by reference or file
          any other required document so that, as thereafter delivered to the
          purchasers of Transfer Restricted Securities, the Prospectus will not
          contain an untrue statement of a material fact or omit to state any
          material fact necessary to make the statements therein not misleading;

                    (xvii) provide CUSIP numbers for all Transfer Restricted
          Securities not later than the effective date of the Registration
          Statement and provide certificates for the Transfer Restricted
          Securities;

                    (xviii) cooperate and assist in any filings required to be
          made with the NASD and in the performance of any due diligence
          investigation by any underwriter (including any "qualified independent
          underwriter") that is required to be retained in accordance with the
          rules and regulations of the NASD, and use their best efforts to cause
          such Registration Statement to be declared effective by the Commission
          and approved by such governmental agencies or authorities as may be
          necessary to enable the Holders selling Transfer Restricted Securities
          to consummate the disposition of such Transfer Restricted Securities;
          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
          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;

                    (xix) otherwise use their best efforts to comply with all
          applicable rules and regulations of the Commission, and make generally
          available to their security holders, as soon as practicable, a
          consolidated earning statement meeting the requirements of Rule 158
          (which need not be audited) for the twelve-month period (A) commencing
          at the end of any fiscal quarter in which Transfer Restricted
          Securities are sold to underwriters in a firm or best efforts
          Underwritten Offering or (B) if not sold to underwriters in such an
          offering, beginning with the first month of the respective Issuers'
          first fiscal quarter commencing after the effective date of the
          Registration Statement;

                    (xx) cause the Indenture to be qualified under the TIA not
          later than the effective date of the first Registration Statement
          required by this Agreement, and, in connection therewith, cooperate
          with the Trustee and the Holders of Senior Discount Notes to effect
          such changes to the Indenture as may be required for such Indenture to
          be so qualified in accordance with the terms of the TIA, and execute
          and use their best efforts to cause the Trustee to execute all
          documents that may be required to effect such changes and all other
          forms and documents required to be filed with the Commission to enable
          such Indenture to be so qualified in a timely manner; and