Agreement to Register. At any time from the date of purchase of the Shares until the fifth anniversary of the date hereof, at the request of the Purchaser (the "Registration Request"), the Company shall prepare and use its best efforts to file with the Securities and Exchange Commission (the "SEC") within 60 days of the Registration Request a registration statement covering the resale of the Shares (each, a "Registration Statement"), shall use its best efforts to cause such Registration Statement to become effective as soon as possible thereafter and to do all other things necessary to cause such Registration Statement to be declared effective by the SEC (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky and other state securities laws in such jurisdictions as the Purchaser may reasonably request, and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Shares. The Purchaser shall have the right to make such Registration Request on one occasion.
Agreement to Register. (i) As soon as reasonably practicable after the date hereof, the Company shall prepare and file with the SEC a Registration Statement covering the resale of the Securities (the "REGISTRABLE SECURITIES") and use its best efforts to cause such Registration Statement to become effective within 120 days therefrom.
(ii) With respect to a Registration Statement other than a Registration Statement on Form S-4, if the holders of Registrable Securities desire to distribute the Registrable Securities by means of an underwriting they shall so advise the Company and shall select an underwriter reasonably acceptable to the Company. The Company and all holders of Registrable Securities proposing to distribute their Registrable Securities through such underwriter shall enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by the Company. The Company shall not be required to effect more than two underwritten Public Offering of Registrable Securities. The Company shall pay all expenses, other than underwriters' discounts and commissions and fees and disbursements of experts and counsel retained by the undersigned, relating to an underwriting of the Registrable Securities covered by the first request, and the holder(s) of the Registrable Securities requesting an underwriting shall pay all reasonable registration expenses arising from the second such underwriting.
Agreement to Register. The Company agrees that:
(a) Subject to Section 13 hereof, if at any time prior to the date seven years after the IPO Effective Date, the Company determines to take action to register any of its securities under the Securities Act of 1933, as then in effect, or any similar federal statute (collectively the "ACT"), otherwise than pursuant to Form S-8, or any other form not applicable to an offering of Common Stock issued or issuable upon the exercise of the Warrants, it will notify in writing each registered holder of any Warrants or any shares of Common Stock issued upon exchange thereof of such determination and, upon written request received within 15 days of the mailing of such notice will use its best efforts to effect the registration under the Act of any shares of Common Stock issued or issuable upon such conversion or exchange to which such request relates.
(b) Subject to Section 13 hereof, the Company agrees at any time following the date one year after the IPO Effective Date and prior to the date five years after the IPO Effective Date, upon receipt from the registered holders of at least 50 percent in principal amount of the then outstanding Warrants or shares of Common Stock issued in respect thereto of a request to register under the Act any shares of Common Stock issued or issuable upon the exercise of any such Warrants, it will notify all other registered holders thereof of such request and will use its best efforts to effect the registration under the Act of the shares of Common Stock to which such request relates. Such holders shall be entitled to make one request for registration pursuant to this paragraph (b).
(c) If at any time holders of shares of Common Stock request that the Company file a registration statement of Form S-3 for a public offering of all or any portion of the shares held by such requesting holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of stock specified in such notice. Whenever the Company is required by this Section 5(c) to use its best efforts to effect the 45 10 registration of stock, each of the procedures and requirements of this Sectio...
Agreement to Register. Prior to the Closing, the Purchaser shall prepare a registration statement on Form S-3 (the "Registration Statement") pursuant to the Act covering the resale of BBC Shares to be issued pursuant to this Agreement and shall file such Registration Statement with the SEC on or before the first Business Day following the Closing, provided that the Purchaser has available to it, in form satisfactory for filing, any consolidated financial information and pro forma financial information regarding the Company necessary or appropriate for filing with the SEC. The Purchaser and the Sellers shall both use their best efforts to expedite the preparation of such information to the maximum extent practicable. Subsequent to the initial filing of the Registration Statement, the Purchaser shall thereafter use its best efforts to have such Registration Statement (covering the resale of all of the BBC Shares to be issued pursuant to this Agreement) declared effective by the Securities and Exchange Commission ("SEC") promptly after the Closing Date, and to keep that Registration Statement current, subject to the provisions set forth in Appendix 2.3.7 annexed hereto regarding the temporary suspension of use of the Registration Statement, until the two year anniversary of the Closing Date. The Purchaser reserves the right to include other shares of BBC Common Stock in the Registration Statement, provided that such inclusion does not adversely affect the Sellers in any substantive respect. The Purchaser agrees to use its best efforts to cover in the Registration Statement, either initially or by amendment when applicable, any of the BBC Shares which are pledged by one or more of the Sellers to a lender and subsequently resold by such lender upon a default by the applicable borrower and any other BBC Shares which are held by a Person to whom registration rights are transferred in accordance with Section 2.3.6.
Agreement to Register. Upon the terms and conditions and subject to the limitations hereinafter set forth, the Company hereby agrees to file the Registration Statement by June 21, 1998 and to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable and to remain effective throughout the Registration Period.
Agreement to Register. The Company covenants and agrees to --------------------- cause the Investor's Common Stock and the Registrable Securities (as defined below) to be registered with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933 (the "Securities Act"), within 365 days from the Effective Date ("Registration Deadline"). The securities entitled to the benefits of this Agreement ("Registrable Securities") are (i) the shares of Common Stock subscribed and purchased by the Investor pursuant to the Subscription Agreement, and (ii) any securities issued or issuable upon the Investor's conversion of the Debentures (and after giving effect to any stock split, recapitalization, reclassification, merger, consolidation or exchange offer). For purposes of this Agreement, a Registrable Security ceases to be a Registrable Security when it has been sold or distributed to any person pursuant to Rule 144 of the Securities Act.
Agreement to Register. The Company hereby agrees to use commercially reasonable efforts to prepare, file and cause to be effective a Form 10-SB, Form 8-A or similar document effecting the registration of its common stock under the Securities Exchange Act of 1934. Within the ninety (90) days of the date the Company's Form 10-SB, Form 8-A or similar document is declared effective by the SEC (the "FILING DEADLINE"), the Company shall prepare and file with the SEC one Registration Statement registering the resale of the Registrable Securities. The Company shall pay the reasonable out-of-pocket expenses incident to performance of or compliance with this agreement by the Company ("REGISTRATION EXPENSES") relating to the preparation and filing of such registration statement.
Agreement to Register. Rubicon hereby grants to Accurate Designs and its assigns and subsequent purchasers of the Registrable Securities, the registration rights set forth in this Section 5, with respect to the Registrable Securities owned by Accurate Designs, its assigns and subsequent purchasers of the Registrable Securities (all hereinafter referred to as "Accurate Designs").
Agreement to Register. (a) At the Closing, the Company shall execute and deliver to each Investor the Registration Rights Agreement in the form attached hereto as Annex 1 (the "Registration Rights Agreement").
(b) From and after the date of this Agreement, the Company shall not allow or agree to allow the holders of any securities of the Company to include any of their securities in any registration statement(s) filed by the Company pursuant to the Registration Rights Agreement without the prior written consent of the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement) included therein.
Agreement to Register. The Company agrees that in the event the --------------------- Tranche B purchase is consummated on or prior to April 21, 1998, the Company will include the 462,874 shares of Common Stock previously acquired by HIIL pursuant to the Agreement in the Registration Statement and all shares of Common Stock acquired by HIIL pursuant to the Tranche B purchase on Form S-3 which the Company has filed on behalf of PCIG, CCI and PHI.
