Additional Company Obligations. 3.1 Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as is commercially reasonably possible (or within any more-specific time period this Agreement requires):
(a) at least five Business Days before filing a registration statement, prospectus or any amendments or supplements thereto, furnish to the Rightsholders who are participating in such registration statement, the underwriters, and a single counsel to all Rightsholders requesting to include shares of Registrable Securities in such registration statement (which counsel will be selected by the Rightsholder requesting the largest number of shares of Registrable Securities to be included in such registration statement and be reasonably satisfactory to the Company), copies of the registration statement, prospectus or any amendments or supplements thereto proposed to be filed. These documents will be subject to the review of such Rightsholders, underwriters and counsel, and the Company shall use commercially reasonable efforts to take into account, and, if appropriate, reflect such comments as such Rightsholders, underwriters and counsel reasonably may propose;
(b) prepare and file with the SEC a registration statement with respect to those Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of at least 45 days (or such shorter period during which the distribution contemplated in the registration statement is completed);
(c) prepare and file with the SEC any amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Securities such registration statement covers and make generally available an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (except that the Company will be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act);
(d) notify the Rightsholders participating in such registration statement promptly and (if requested) confirm such notice in writing,
(i) when any registration statement, prospectus, prospectus supplement or post-effective amendment relating to such registration has been filed, and, with respect to such registration...
Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its best efforts to: (i) keep such registration effective until two years after the Closing Date (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144(k)); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (vi) use its reasonable efforts to comply with all applicable rules and regulations of the SEC and (vii) notify Holders of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (viii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such Holder’s Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented.
Additional Company Obligations. Throughout the term of this Agreement, without limiting any of its obligations under this Agreement, Company will: (a) use commercially reasonable efforts to prevent unauthorized access to or use of the ID5 ID Site Offering, and promptly notify ID5 if it becomes aware of any such unauthorized access or use; (b) be solely responsible for all use of the ID5 ID Site Offering hereunder (including, without limitation, all use of the ID5 IDs received from ID5 hereunder; and (c) comply with the ID5 ID Site Offering Requirements.
Additional Company Obligations. 5 SECTION 4 ADDITIONAL OBLIGATIONS OF RIGHTSHOLDERS ...................... 8 4.1 General .................................................. 8 4.2 Participation in Underwritten Registrations .............. 8 4.3 Discontinuation of Sales Upon Certain Events ............. 8 4.4 Holdback ................................................. 9
Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (ii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iii) comply with all applicable rules and regulations of the SEC, and (iv) file the documents required of the Company and otherwise maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by a Holder as may reasonably be required to sell such Holder’s Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented.
Additional Company Obligations. (a) The Company agrees to undertake all necessary actions and use its best efforts to assure that, with respect to each election of Directors hereafter:
(i) the individuals nominated to serve as members of the Board pursuant to this Agreement are included in the Board’s slate of nominees and are recommended and supported for election by the Company; and
(ii) each such individual is included in the proxy statement prepared by the Company in connection with soliciting proxies for every meeting of the shareholders of the Company called with respect to such election, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company or the Board with respect to such election.
(b) Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be nominated for election to the Board or recommend to the shareholders the election of any individual if such individual fails to submit to the Company on a timely basis such questionnaires as the Company may require of its Directors generally.
(c) Notwithstanding any rights to increase or decrease the size of the Board contained in the Company’s bylaws, for so long as any Shareholder has any rights of designation under this Section 2, the Company shall not take any action to, and there shall not be deemed to be, any increase or decrease in the size of the Board from eight (8) members, without the prior written consent of such Shareholder.
Additional Company Obligations. The Company shall, upon and to the extent of any written request from the Optionee, use its reasonable commercial best efforts to assure that all Option Shares shall be, and shall remain, (i) fully registered (at the Company’s expense) for issuance under the Securities Act of 1933, as amended; (ii) fully registered or qualified (at the Company’s request) under such state securities laws as the Optionee may reasonably request, both for issuance and resale, (iii) listed on a national securities exchange or eligible for sale on the NASDAQ National Market; and (iv) validly issued, fully paid and nonassessable. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of this Agreement and shall pay all original issue taxes with respect to the issuance of Option Shares and all other fees and expenses incurred in connection therewith.
Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable efforts to: (i) keep such registration effective until two years after the Closing Date (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such reasonable number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted;
Additional Company Obligations. (a) The Company shall at all times reserve and keep available, out of its authorized and unissued stock, solely for the purpose of effecting the conversion of the Notes, such number of shares of its Common Stock free of preemptive rights as shall from time to time be sufficient to effect the conversion of all Notes from time to time outstanding. The Company shall from time to time, in accordance with the laws of the State of Nevada, increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock authorized but unissued shall not be sufficient to permit the conversion of all the then outstanding Notes into Common Stock at the Conversion Rate then in effect.
(b) If any shares of Common Stock required to be reserved for purposes of conversion of the Notes require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. If the Common Stock is then traded on any other national securities exchange or trading market, the Company will, if permitted by the rules of such exchange or trading market, list and keep listed on such exchange or approved for trading on such trading market, subject to official notice of issuance, all shares of Common Stock issuable upon conversion of the Notes.
(c) The Company will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Notes. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue or delivery of Common Stock (or other securities or assets) in any name or names other than that in which the Notes were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company or its designee the amount of such tax or has represented, to the reasonable satisfaction of the Company, that such tax has been paid.
(d) Before taking any action that would cause an adjustment increasing the Conversion Rate, such that the effective Conversion Price would be below the then par or stated value of the Common Stock, the Company will take such corporate action as may, in the opinion of counsel to the Company, be necessary in order that the Company may validly a...
Additional Company Obligations. The Company agrees that, during the Restricted Period, it will not, and will cause each of its Affiliates not to, directly or indirectly, in any manner, make any public statement or announcement that constitutes an ad hominem attack on, or otherwise disparages or causes to be disparaged, the Stockholder, any of the Stockholder’s Affiliates, or any of their respective past, present or future officers, directors, partners, members or agents.
