Registered Offering. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), you shall provide us with such number of copies of each preliminary prospectus, the Prospectus and any supplement thereto relating to each Registered Offering as we may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable Rules and regulations of the Securities and Exchange Commission thereunder. We represent that we are familiar with Rule 15c2-8 under the Exchange Act relating to the distribution of preliminary and final prospectuses and agree that we will comply therewith. We agree to keep an accurate record of our distribution (including dates, number of copies, and persons to whom sent) of copies of the Prospectus or any preliminary prospectus (or any amendment or supplement to any thereof), and promptly upon request by you, to bring all subsequent changes to the attention of anyone to whom such material shall have been furnished. We agree to furnish to persons who receive a confirmation of sale a copy of the Prospectus filed pursuant to Rule 424(b) or Rule 424(c) under the Securities Act. We agree that in purchasing Securities in a Registered Offering we will rely upon no statements whatsoever, written or oral, other than the statements in the Prospectus delivered to us by you. We will not be authorized by the issuer or other seller of Securities offered pursuant to a Prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Securities. We will not use any free writing prospectus, unless consented to by you or authorized expressly in writing to you by the issuer in the Registered Offering.
Registered Offering. The offer and sale of the Shares have been registered on a Form SB-2 registration statement, Registration No. 333-101055 ("Registration Statement"), which Registration Statement has been declared effective by the Securities and Exchange Commission (the "Commission") and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statements or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statements, either temporarily or permanently, or intends or has threatened in writing to do so. The Company has delivered to Purchaser the prospectus that constitutes a part of the Registration Statement.
Registered Offering. Provided that the Company fails to raise capital in connection with the Rights Offering, the Company shall use best commercial efforts (and shall provide evidence to the Purchaser of the same) to raise capital pursuant to a public offering of shares of its Common Stock to accredited investors, which such Common Stock shall be registered pursuant to applicable securities laws, subject to the terms and conditions to be contained in the documents to be hereinafter executed in connection herewith (the “Registered Offering”); and
Registered Offering. The offer and sale of the Shares have been registered on a Form SB-2 registration statement, Registration No. 333-101055 ("Registration Statement"), which Registration Statement has been declared effective by the Securities and Exchange Commission (the "Commission") and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statements or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statements, either temporarily or permanently, or intends or has threatened in writing to do so. The Company has delivered to Purchaser by electronic means the prospectus that constitutes a part of the Registration Statement, and Purchaser consents to electronic delivery of the prospectus.
Registered Offering. The offer and sale of the Shares have been registered on a Form S-3 registration statement, Registration No. 333-102351 (“Registration Statement”), which Registration Statement has been declared effective by the Securities and Exchange Commission. When issued against payment therefore, the Shares will be free of any resale restrictions and the certificates representing the Shares will not contain any restrictive legends. The Company shall deliver to Purchaser the prospectus that constitutes a part of the Registration Statement and a prospectus supplement regarding the sale of the Shares pursuant hereto.
Registered Offering. Promptly following the execution and delivery of this Agreement by each of the parties hereto (other than the Financial Institutions) and the Letter of Undertakings by each of the parties thereto, the Company shall file a registration statement under the Securities Act contemplating a registered public offering of, and FT and the Company thereafter promptly shall commence a registered public offering (the "Registered Offering") pursuant to which FT will offer, on an underwritten basis, no fewer than the Threshold Number of shares of Common Stock. Prior to the filing of such registration statement, FT will cause, and the Company and CCUK will facilitate, the conversion or exchange of such portion of the FT Interest into shares of Common Stock as is necessary to permit FT to consummate the Registered Offering as contemplated by this Agreement. If prior to the commencement of the "road show" for the Registered Offering, developments occur in connection with a proposed private placement, strategic sale or other disposition of all or a portion of the FT Interest that could reasonably be expected to require amendment or supplementation of the registration statement pursuant to which the Registered Offering is being made, then FT may elect to delay the commencement of such "road show". No such election shall affect any other provision of this Agreement or extend any time period set forth herein.
Registered Offering. SECTION 6.14.
Registered Offering. The parties hereto shall take all action necessary to permit any delivery of Parent Stock to Covisint pursuant to Section 2.07(a) of this Agreement to be accomplished by means of an exemption from the registration requirements under the 1933 Act (a "Private Placement"), provided that Covisint makes all representations, warranties and covenants necessary to make such exemption available in the reasonable judgment of Parent. If the Parent Stock will be issued in a Private Placement, Parent will agree, pursuant to a registration rights agreement consistent with such agreements as Parent has entered into in connection with similar transactions, to file a registration statement covering the resale of the Parent Stock beginning on the first anniversary after the Closing, and it shall be a condition to the inclusion of any Parent Stock in such registration that the holder thereof enter into such registration rights agreement with Parent.
Registered Offering. (a) On or before the Closing Date, the Registration Statement will be declared effective by the Commission under the Securities Act and include the registration of the original issuance of the Shares of Common Stock purchased by the Purchaser pursuant to this Agreement.
Registered Offering. In connection with the Company’s first firm commitment underwritten Registered Offering following the Closing, the Company hereby agrees to take commercially reasonable best efforts to have the managing underwriter agree to allow the Purchasers to participate in such Registered Offering upon the terms and conditions of, and at the price per share offered in, such Registered Offering.
