Agreement to Register Resales Sample Clauses

Agreement to Register Resales. ITEQ agrees that promptly following the Effective Date, it will file with the Commission on Form S-3, a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Registration Statement") covering the resale by each of the former stockholders of AIX who has complied with Paragraph 7.4.1 ("Stockholders") of all the shares of ITEQ Common Stock received by them in the merger or receivable upon exercise of AIX Options (the "Stock"), and will use its best efforts to cause the same to be declared effective promptly by the Commission (and in any event, not later than 10 days following the publication by ITEQ of financial results containing at least 30 days of post-merger operations). ITEQ agrees to maintain such Registration Statement in effect for the maximum period allowable under the regulations promulgated by the Commission, and in any event to maintain the same (or, to the extent necessary, successive registration statements) through at least December 31, 2002. In any offering pursuant to this Paragraph, ITEQ will use its best efforts to effect any such registration and use its best efforts to effect such qualification and compliance as may be required and as would permit or facilitate the resale of such Stock, including, without limitation, registration under the Securities Act, appropriate qualifications under applicable blue-sky or other state securities laws, and appropriate compliance with any other governmental requirements.
Sample 1Sample 2
AutoNDA by SimpleDocs
Agreement to Register Resales. Key agrees that no later than December 31, 1997, it will file with the Commission on Form S-3, or if Form S-3 is not available to Key, on such other form as is available to Key for registration of its securities under the Securities Act, a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Shelf Registration Statement") covering the offer and resale by the Key Share Recipient of 11,460 of the Key Shares issued pursuant to this Agreement (herein the Covered Shares) and will use its best efforts to cause the Shelf Registration Statement to be declared effective by March 31, 1998, by the Commission. The Covered Shares shall be issued as follows: 11,460 Key Shares: Seller
Sample 1
Agreement to Register Resales. Synagro represents and warrants to the Shareholder and Bremxx xxxt as of the date hereof it meets the Registrant Requirements of the General Instructions to Form S-3. Synagro agrees that promptly following the Closing Date, it will file with the Commission on Form S-3, a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Registration Statement") covering the resale by the Shareholder of the Registered Synagro Shares, excluding any Pledged Shares, and will use its best efforts to cause the same to be declared effective promptly by the Commission. Synagro agrees to maintain such Registration Statement in effect for the maximum period allowable under the regulations promulgated by the Commission, and in any event to maintain the same (or, to the extent necessary, successive registration statements) through at least December 31, 2001. In any offering pursuant to this Section 7.13.1, Synagro will use its best efforts to effect any such registration and use its best efforts to effect such qualification and compliance as may be required and as would permit or facilitate the resale of the Registered Shares, including, without limitation, registration under the Securities Act, appropriate qualifications under applicable blue-sky or other state securities laws and, appropriate compliance with any other governmental requirements.
Sample 1
Agreement to Register Resales. Zonagen agrees that promptly, but in no event later than 30 days following the Closing Date, it will file with the Securities and Exchange Commission (the "Commission") on Form S-3, a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Registration Statement") covering the resale by the shareholder of all the shares of the Zonagen Common Stock issued pursuant to the Initial Payment, and will use its best efforts to cause the Registration Statement to be declared effective promptly by the Commission.
Sample 1
Agreement to Register Resales. Key agrees that no later than April 3, 1997, it will file with the Commission on Form S-3, or if Form S-3 is not available to Key, on Form S-1, a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Shelf Registration Statement") covering the offer and resale by the Shareholder of all the Key Shares and will use its best efforts to cause the Shelf Registration Statement to be declared effective promptly by the Commission. Key will not file a registration statement with the Commission (other than on Form S-8) before Key files the Shelf Registration Statement. The Shelf Registration Statement will not relate to any shares of Key Common Stock other than the Key Shares.
Sample 1
Agreement to Register Resales. Key Energy agrees that no later than 90 days following the Closing Date, it will file with the Commission on Form S-3, or if Form S-3 is not available to Key Energy, on Form S-1, a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Shelf Registration Statement") covering the offer and resale by the Seller of (i) the shares of Key Energy Common Stock delivered to the Seller pursuant to Section 2.2(a)(ii), and (ii) the Warrant Shares (collectively, the "Registered Securities"), and will use its best efforts to cause the Shelf Registration Statement to be declared effective promptly by the Commission, and in any event within 90 days after the initial filing thereof.
Sample 1
Agreement to Register Resales. Synagro agrees that within 90 days following the Effective Date, it will file with the Commission on Form S-3, a shelf registration statement pursuant to Rule 415 of the Securities Act (the "Registration Statement") covering the resale by the Shareholder of 200,000 of the Synagro Shares (the "Registered Synagro Shares"), and will use its best efforts to cause the same to be declared effective promptly by the Commission. Synagro agrees to maintain such Registration Statement in effect for the maximum period allowable under the regulations promulgated by the Commission, and in any event to maintain the same (or, to the extent necessary, successive registration statements) through at least December 31, 2001. In any offering pursuant to this Section 6.3.1, Synagro will use its best efforts to effect any such registration and use its best efforts to effect such qualification and compliance as may be required and as would permit or facilitate the resale of the Registered Shares, including, without limitation, registration under the Securities Act, appropriate qualifications under applicable blue-sky or other state securities laws and, appropriate compliance with any other governmental requirements.
Sample 1
AutoNDA by SimpleDocs

Related to Agreement to Register Resales

  • Amendment to Registration Rights Agreement The Registration Rights Agreement is hereby amended as follows:

  • Amendments to Registration Rights Agreement The Parties hereby agree to the following amendments to the Registration Rights Agreement:

  • No Obligation to Register Shares The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.

  • The Registration Rights Agreement The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Registration; Registration of Transfer and Exchange; Restrictions on Transfer (a) The Company shall cause to be kept at the applicable Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 6.02 being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and transfers of Securities. The Trustee is hereby appointed “Security Registrar” (the “Security Registrar”) for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 6.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate Principal Amount and tenor, each such Security bearing such restrictive legends as may be required by this Indenture (including Sections 2.02, 2.05 and 3.09). At the option of the Holder and subject to the other provisions of this Section 3.05 and to Section 3.09, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. As a condition to the registration of transfer of any Restricted Securities, the Company or the Trustee may require evidence satisfactory to them as to the compliance with the restrictions set forth in the legend on such securities. Except as provided in the following sentence and in Section 3.09, all Securities originally issued hereunder and all Securities issued upon registration of transfer or exchange or replacement thereof shall be Restricted Securities and shall bear the legends required by Sections 2.02 and 2.05, unless the Company shall have delivered to the Trustee (and the Security Registrar, if other than the Trustee) a Company Order stating that the Security is not a Restricted Security and may be issued without such legend thereon. Securities that are issued upon registration of transfer of, or in exchange for, Securities that are not Restricted Securities shall not be Restricted Securities and shall not bear such legend. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04 not involving any transfer. Neither the Company nor the Security Registrar shall be required to exchange or register a transfer of any Security (i) during the period beginning at the opening of business 15 days before the earliest date on which a notice of redemption is deemed to have been given to all Holders of Securities to be redeemed and ending at the close of business on the date on which a notice of redemption is deemed to have been given to all Holders of Securities to be redeemed, (ii) after any notice of redemption has been given to Holders, except that where such notice provides that such Security is to be redeemed only in part, the Company and the Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be redeemed, (iii) that has been surrendered for conversion or (iv) as to which a Fundamental Change Repurchase Notice has been delivered and not withdrawn, except that where such Fundamental Change Repurchase Notice provides that such Security is to be purchased only in part, the Company and the Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be purchased.

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 23 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 24

  • Company’s Refusal to Register Transfer of the Securities The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

  • Registration Restrictions on Transfer 3 2.1 Restrictions on Transfer......................................................3

  • Registration and Transfer of Securities All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of the Fund, the Custodian, a Sub-Custodian or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof. The records of the Custodian with respect to foreign securities of the Fund that are maintained with a Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers shall identify those securities as belonging to the Fund. The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees referred to above or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.

Time is Money Join Law Insider Premium to draft better contracts faster.