Common use of Additional Mandatory Registration Clause in Contracts

Additional Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 25 days after each Additional Closing Date (as defined in the Securities Purchase Agreement) (the "ADDITIONAL FILING DEADLINE"), file with the SEC an Additional Registration Statement or Additional Registration Statements (as necessary) on Form S-3 covering the resale of all of the Additional Registrable Securities relating to the Additional Notes issued on such Additional Closing Date. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to 116% of the number of Additional Conversion Shares issued or issuable upon conversion of the Additional Notes issued on such Additional Closing Date (without regard to any limitations on conversions) as of the trading day immediately preceding the date such Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e). The Company shall use its best efforts to cause such Additional Registration Statement to be declared effective by the SEC as soon as practicable, but in no event later than the date which is 145 days after the Additional Closing Date (the "ADDITIONAL EFFECTIVENESS DEADLINE").

Appears in 1 contract

Samples: Registration Rights Agreement (Komag Inc /De/)

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Additional Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 25 20 days after each the Company's receipt of an Additional Closing Date Share Notice (as defined in the Securities Purchase Agreement) (the "ADDITIONAL FILING DEADLINE"), file with the SEC an Additional Registration Statement or Additional Registration Statements (as is necessary) on Form S-3 SB-2 covering the resale of all of the Additional Registrable Securities relating issuable pursuant to the Additional Notes issued on Preferred Shares and the Additional Warrants covered by such Additional Closing DateShare Notice (the "ADDITIONAL REGISTRABLE SECURITIES"). In the event that Form S-3 SB-2 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). Each Any Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to 116% the product of (x) 2.0 and (y) the number of Additional Conversion Shares issued or issuable upon conversion of the Additional Notes issued on such Additional Closing Date (without regard to any limitations on conversions) Registrable Securities as of the trading day date immediately preceding the date such the Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e3(b). The Company shall use its best efforts to cause such have the Additional Registration Statement to be declared effective by the SEC as soon as practicable, but in no event later than the date which is 145 90 days after the Company's receipt of such Additional Closing Date (the "ADDITIONAL EFFECTIVENESS DEADLINE")Share Notice.

Appears in 1 contract

Samples: Registration Rights Agreement (Goodnoise Corp)

Additional Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 25 30 days after each the earlier of (i) an Additional Closing Date (as defined in the Securities Purchase Agreement) after which no additional Additional Preferred Shares are available to be subscribed for pursuant to the Securities Purchase Agreement or (ii) twelve months after the Initial Closing Date (the "ADDITIONAL FILING DEADLINE"), file with the SEC an the Additional Registration Statement or Additional Registration Statements (as necessary) on Form S-3 covering the resale of all of the Additional Registrable Securities relating to the Additional Notes issued on such Additional Closing Dateactually purchased, if any. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). Each The Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to 116% the product of (x) 1.30 and (y) the number of Additional Conversion Shares issued or issuable upon conversion of the Additional Notes issued on such Additional Closing Date (without regard to any limitations on conversions) Registrable Securities as of the trading day immediately preceding the date such the Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e2(f). The Company shall use its best efforts to cause such have the Additional Registration Statement to be declared effective by the SEC as soon as practicable, but in no event later than the date which is 145 90 days after the Additional Closing Date Filing Deadline (the "ADDITIONAL EFFECTIVENESS DEADLINE").

Appears in 1 contract

Samples: Registration Rights Agreement (Midway Games Inc)

Additional Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 25 30 days after each the earlier of (i) an Additional Closing Date (as defined in the Securities Purchase Agreement) after which no additional Additional Preferred Shares are available to be subscribed for pursuant to the Securities Purchase Agreement or (ii) twelve months after the Initial Closing Date (the "ADDITIONAL FILING DEADLINE"), file with the SEC an the Additional Registration Statement or Additional Registration Statements (as necessary) on Form S-3 covering the resale of all of the Additional Registrable Securities relating to the Additional Notes issued on such Additional Closing Dateactually purchased, if any. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). Each The Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to 116% the product of (x) 1.5 and (y) the number of Additional Conversion Shares issued or issuable upon conversion of the Additional Notes issued on such Additional Closing Date (without regard to any limitations on conversions) Registrable Securities as of the trading day immediately preceding the date such the Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e2(f). The Company shall use its best efforts to cause such have the Additional Registration Statement to be declared effective by the SEC as soon as practicable, but in no event later than the date which is 145 90 days after the Additional Closing Date Filing Deadline (the "ADDITIONAL EFFECTIVENESS DEADLINE").

Appears in 1 contract

Samples: Registration Rights Agreement (Midway Games Inc)

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Additional Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 25 30 days after each Additional Closing Date (as defined in the Securities Purchase Agreement) (the "ADDITIONAL FILING DEADLINE"), file with the SEC an Additional Registration Statement or Additional Registration Statements (as necessary) on Form S-3 covering the resale of all of the Additional Registrable Securities relating to the Additional Notes Preferred Shares and the Additional Warrants which were issued on such the Additional Closing DateDate (collectively, the "ADDITIONAL REGISTRABLE SECURITIES"). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(d2(e). Each The Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to 116% the product of (x) 2.0 and (y) the number of Additional Conversion Shares issued or issuable upon conversion of the Additional Notes issued on Registrable Securities, related to such Additional Closing Date (without regard to any limitations on conversions) Date, as of the trading day date immediately preceding the date such the Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e2(f). The Company shall use its best efforts to cause have such Additional Registration Statement to be declared effective by the SEC as soon as practicable, but in no event later than the date which is 145 90 days after the Additional Closing Date (the "ADDITIONAL EFFECTIVENESS DEADLINE").

Appears in 1 contract

Samples: Registration Rights Agreement (Avanir Pharmaceuticals)

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