Additional Registration. (i) If at any time and for any reason, an Additional Registration Statement is required to be filed because at such time the actual number of shares of Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Initial Registration Statement, the Company shall have thirty (30) days to file such Additional Registration Statement, and the Company shall use its best efforts to cause such Additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than ninety (90) days after filing (the “Additional Effectiveness Date”).
(ii) Notwithstanding anything to the contrary set forth in this Section 2, in the event that the Commission does not permit the Company to register all of the Registrable Securities in the Initial Registration Statement because of the Commission’s application of Rule 415, the Company shall use its best efforts to file Additional Registration Statements to register the Registrable Securities that were not registered in the Initial Registration Statement as promptly as possible and in a manner permitted by the Commission. For purposes of this Section 2(b)(ii), “Additional Filing Date” means with respect to each Additional Registration Statement filed pursuant hereto, the later of (i) sixty (60) days following the sale of substantially all of the Registrable Securities included in the Initial Registration Statement or any Additional Registration Statement and (ii) six (6) months following the effective date of the Initial Registration Statement or any Additional Registration Statement, as applicable, or such earlier date as permitted by the Commission.
Additional Registration. If at least 75% of the Registrable Securities requested to be registered by the Requesting Holder in one of the Company Funded Registrations are not included in such registration, then such Requesting Holder may request that the Company effect an additional registration under the Securities Act of all or part of such Requesting Holder’s Registrable Securities in accordance with the provisions of this Section 1.02, and the Company shall effect, and pay the Registration Expenses in connection with, such additional registration (in addition to the Company Funded Registrations referred to in Section 1.02(a)) requested pursuant to this Section 1.02(f).
Additional Registration. Notwithstanding the foregoing:
(i) If the Issuer makes the election contemplated by Section 4.3(a)(y) and the Stockholder makes a written request, the Issuer shall file one additional Registration Statement to enable the Stockholder to distribute any remaining Registrable Securities to the Adelphia Claimants, to the extent required by the Commission so that such Registrable Securities, when issued to the Adelphia Claimants in such distribution, will be freely tradable by such Adelphia Claimants and not subject to any resale restrictions, except to the extent that any such Adelphia Claimant is an Affiliate of the Issuer or an underwriter (as defined in section 1145(b) of the Bankruptcy Code). Any such registration pursuant to this Section 4.3(b)(i) shall be subject to Section 6.3 and shall otherwise be governed by clauses (i) through (iii) of Section 4.3(a) above, except that the words “delivery of the Final Distribution Notice” in Section 4.3(a)(i) and (ii) shall be replaced with the words “delivery of the notice under Section 4.3(b)(i).”
(ii) If an Additional Registration Event occurs and the Stockholder makes a written request, the Issuer shall file one additional Registration Statement to register the public offering by the Stockholder of the then remaining Registrable Securities for cash in transactions not involving an underwriter or other intermediary (but not any resale transactions by the recipients of such Registrable Securities). Any such registration pursuant to this Section 4.3(b)(ii) shall be subject to Section 6.3 and shall otherwise be governed by clauses (i) through (iii) of Section 4.3(a) above, except that (x) the words “delivery of the Final Distribution Notice” in Section 4.3(a)(i) and (ii) shall be replaced with the words “delivery of the notice under Section 4.3(b)(ii)”, and (y) the Issuer shall not be required to keep effective the Registration Statement filed pursuant to this Section 4.3(b)(ii) for more than one month after the date of its effectiveness.
Additional Registration. If at any time while the Buyer holds Registrable Securities the Initial Registration Statement does not register for resale all of the Conversion Shares (i.e., if the Conversion Share Amount is insufficient to have registered all Conversion Shares issuable on Conversion of the Note) (such even, a “Conversion Share Registration Failure”), then the Company shall use its best efforts to file an additional registration statement to cover the additional note conversion shares needed for full conversion within 45 business days. Notwithstanding the foregoing, the Company will have no obligation to file such additional registration statements if the additional note conversion shares would be subject to immediate release, without volume or other limitations and reliance on Rule 144 at the time of conversion.
Additional Registration. Neon shall file an additional registration statement no later than January 15, 2005, to the extent necessary to register the offer and sale under the Securities Act of that number of additional shares of Common Stock which represent interest payments that would become due under the Exelon Note through its maturity date if such interest payments were to be paid in the form of additional shares of Common Stock or additional convertible notes in accordance with the terms of the Exelon Note.
Additional Registration. Notwithstanding any other provision of this Agreement, if and to the extent that the issuance of Underlying Common Stock upon conversion of Notes is not exempt from the registration requirements of the Securities Act, the Company will register such issuance under the Securities Act, on substantially the terms and conditions (other than Section 2(e) hereof) set forth in this Agreement for registration of the resale of Registrable Securities, for so long as is required by applicable law; provided, that the foregoing obligation, if any, shall not be applicable in the event the Company elects to satisfy, solely in cash, its obligation to pay the full amount of the conversion value, if any, in excess of the accreted principal amount of the Notes due upon conversion thereof.
Additional Registration. If the Holders become entitled, pursuant to an event described in clause (iii) of the definition of Registrable Securities, to receive any securities in respect of Registrable Securities that were already included in a Registration Statement, subsequent to the date such Registration Statement is declared effective, and the Company is unable under the securities laws to add such securities to the then effective Registration Statement, the Company shall promptly file, in accordance with the procedures more particularly set forth in Section 2 hereof, an additional Registration Statement with respect to any such new Registrable Securities. The Company shall use its best efforts to (i) cause any such additional Registration Statement, when filed, to become effective under the Securities Act; and (ii) keep such additional Registration Statement effective during the period described in clause (ii) of Section 2(a).
Additional Registration. In the event that Xceed has not filed a Registration Statement relating to the shares of Xceed Stock owned by the Stockholders or has filed a Registration Statement including less than all of the shares of Xceed Stock within the six (6) month period following the Closing, Xceed shall, within thirty (30) days thereafter, file a Registration Statement with the Commission under the Securities Act covering the shares of Xceed Stock owned by the Stockholders which have not been previously included in a Registration Statement and shall use its best efforts to: (i) respond timely to all comments received from the Commission on the Registration Statement and/or any documents incorporated by reference therein; (ii) cause such Registration Statement and any filings incorporated therein to be declared effective as promptly as practicable; and (iii) cause such Registration Statement to remain effective until the earlier of the second anniversary of the effective date thereof and the date on which all of the shares of Xceed Stock owned by the Stockholders have been sold. Xceed shall use its best efforts to qualify under the Securities Act for use of Form S-3 or any comparable or successor form. In the event that, at any time after any such Registration Statement is declared effective, Xceed determines that (i) the sale of Xceed Stock pursuant to such registration statement would require disclosure of information which in Xceed's judgment cannot be disclosed at that time without material disruption of a material corporate development or transaction or without other material adverse consequences to Xceed; or (ii) Xceed is unable to comply with the requirements of the Commission relating to such registration, the Stockholders shall, upon receipt of written notice of such determination, suspend sale of the Xceed Stock being sold pursuant to such registration statement for a period beginning on the date of receipt of such notice and expiring on the date upon which such information is disclosed to the public or ceases to be material or Xceed is able to comply with the applicable Commission requirements, as the case may be, and in either case as evidenced by a notice from Xceed to the Stockholder to that effect certified as true by the an officer of Xceed (a "Suspension Notice"); provided, further, however, that such deferral shall in no event be for a period exceeding ninety (90) days from the date Xceed makes such determination and such Deferral Notice may not be given more...
Additional Registration. In the event the number of Registrable Securities available under a Registration Statement filed pursuant to this Agreement is for any three (3) consecutive trading days (the last of such three (3) trading days being the "Registration Trigger Date"), insufficient to cover one hundred twenty-five percent (125%) of the Registrable Securities issued or issuable upon conversion of the Notes outstanding (based on the conversion formula set forth in the Notes), AEC shall file an additional Registration Statement so as to cover two hundred percent (200%) of the Registrable Securities issued or issuable to such Purchaser as of the date immediately preceding such filing, as soon as practicable, but in any event within fifteen (15) business days after the Registration Trigger Date. Notwithstanding the foregoing, the number of shares of Common Stock which the Company is obligated to cover pursuant to Registration Statements is limited to the Maximum Share Issuance (as defined in the Note). The Purchaser agrees to provide to AEC such information as it reasonably requests to allow AEC to assess whether a Registration Trigger Date has occurred or may occur. AEC shall cause such additional Registration Statement to become effective as soon as practicable following the filing thereof. The requirement of AEC to file further additional Registration Statements under this Section 2.2 shall continue to apply with respect to each additional Registration Statement.
Additional Registration. Without limiting any other remedies available to the Purchaser hereunder, at law, in equity or otherwise, in the event that after the date which is six months following the Closing Date the Purchaser is unable to sell the Shares pursuant to Rule 144 due to actions for which the Company is directly responsible (including without limitation 1) due to a determination that the Company is or has at any time previously been (or may have been) a Shell Company and as such counsel to the Company and/or Purchaser will not issue a legal opinion to the Transfer Agent that it may deliver un-legended freely tradable Shares to the Purchaser under Rule 144 or 2) the Company fails to comply in all respects with its reporting and filing obligations under the 1934 Act), then the Company shall (a) within 30 days following demand by the Purchaser, prepare and file with the Commission a registration statement registering the resale by the Purchaser of all the Shares under the Securities Act, and (b) undertake commercially reasonable efforts to cause such registration statement to be declared effective by the Commission as promptly as possible thereafter (but no later than 90 days after such filing) and remain effective until all such Shares have been sold. In connection with any registration of Shares pursuant to this Section, promptly following any demand or request by the Purchaser hereunder, the Company and the Purchaser shall enter into a registration rights agreement containing customary and reasonable provisions regarding the registration of securities (including reasonable liquidated damages provisions).
