Automatic Registration Clause Samples
Automatic Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a registration statement (the “Automatic Registration Statement”) covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Automatic Registration Statement required hereunder shall be on Form S-1 or Form S-3 (or any successor forms thereto), as applicable. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Automatic Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Automatic Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume or other restrictions pursuant to Rule 144 under the Securities Act as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor (the “Effectiveness Period”). The maximum amount of Registrable Securities that may be included in the Automatic Registration Statement at any one time shall be limited by Rule 415 as required by the Commission. In the event that there is a limitation by the Commission on the number of Registrable Securities that may be included for registration at one time, the Company shall promptly so advise the Investor and use its reasonable best efforts to file an additional Automatic Registration Statement covering such ineligible Registrable Securities, on a pro-rata basis, within 30 days of the date such securities become eligible and cause such Automatic Registration Statement to be declared effective by the Commission as soon as reasonably practicable. Any reduction in the number of Registrable Securities shall be deducted from the Conversion Shares.
(b) At any time after the Automatic Registration Statement has become effective, the Company may, upon giving prompt written notice of such action to the Investor, suspend the use of any such Automatic Registration Statement if, in the good faith judgment of the Company, the use of the Automatic Registration Statement covering the Registrable Securities would be detrimental to the Company or its stockholders ...
Automatic Registration. The Company hereby agrees with the holders of the Securities or their transferees (other than a transferee who acquires shares pursuant to Rule 144 or an effective registration statement) (collectively, the "Holders") that no later than four months following the date of the Initial Closing, the Company shall prepare and file a registration statement under the 1933 Act with the SEC covering the resale of the Warrant Shares and, if applicable, the Automatic Conversion Shares (collectively, the "Reserved Shares"), and the Company will use its reasonable best efforts to cause such registration to become effective within three months thereafter. In the event that the Company's registration statement has not been declared effective by the SEC within seven months following the date of the Initial Closing or if the registration statement has been suspended beyond 60 days in any one instance or a total of 90 days in any 365-day period, the Company shall pay to the Holders a cash fee equal to 1.5% of the principal amount of the Notes until such time as the registration is effective or the suspension ceases and the prospectus may be used. The Company's obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the 1933 Act.
Automatic Registration. The Company hereby agrees with the holders of the Securities or their transferees (other than a transferee who acquires shares pursuant to Rule 144 or an effective registration statement) (collectively, the "Holders") that no later than six months following the date of the Initial Closing, the Company shall prepare and file a registration statement under the 1933 Act with the SEC covering the resale of the Note Conversion Shares and, if applicable to the extent legally permissible, the Default Conversion Shares (collectively, the "Reserved Shares"), and the Company will use its reasonable best efforts to cause such registration to become effective within three months thereafter. The Company's obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the ▇▇▇▇ ▇▇▇.
Automatic Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a registration statement (the “Automatic Registration Statement”) covering the resale of all of the Registrable Securities (and no other securities other than (i) the 26,578,854 shares of common stock and 10,631,522 shares of common stock issuable upon the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 9, 2014 and (ii) the 2,461,760 shares of common stock and 984,700 shares of common stock issuable upon the exercise of warrants as reported in the Current Report on 8-K which was filed by the Company with the Commission on July 18, 2014) for an offering to be made on a continuous basis pursuant to Rule 415. The Automatic Registration Statement required hereunder shall be on Form S-1 or Form S-3, as applicable, and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Automatic Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its best efforts to keep the Automatic Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when all Registrable Securities covered by the Registration Statement have been sold thereunder or pursuant to Rule 144 or (ii) the date when all Registrable Securities covered by the Registration Statement may be sold by non-affiliates of the Company without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor (the “Effectiveness Period”). The maximum amount of Registrable Securities that may be included in the Automatic Registration Statement at any one time shall be limited by Rule 415 as required by the Commission. In the event that there is a limitation by the Commission on the number of Registrable Securities that may be included for registration at one time, the Company shall promptly so advise the Investor and use its best efforts to file an additional Automatic Registrat...
Automatic Registration. The Company shall use its best efforts to file a registration statement (“Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933 (the “Act”), on appropriate form, and such other documents, including a prospectus, as may be necessary (in the opinion of counsel for the Company), in order to comply with the provisions of the Act, within 60 business days after the final closing of the Offering, so as to allow for the resale under the Act by any Holder or combination of Holders of all Registerable Shares (as defined in Section 2) held by all of the Holders, at the sole expense of the Company, so as to permit the public resale by the Holder of the Registerable Shares pursuant thereto.
Automatic Registration. (i) The Company shall, within 5 days of the receipt of the Required Shareholder Approval, as defined in the Series B Purchase Agreement, give notice (the "Initial Notice") to all Series B Holders. Subject to the conditions of this Section 2.2, such Series B Holders shall have the right, by giving written notice to the Company within 15 days after their receipt of the Initial Notice, to elect to have included in a Registration Statement on Form S-3 to be filed by the Company such of their Registrable Securities as such Series B Holders may request in such notice of election, and the Company shall file, within 30 days of the date of the Initial Notice, a registration statement covering the resale of all Registrable Securities that such Series B Holders request to be registered in such notice of election; provided, however, that the Company shall not be required to effect a registration pursuant to this Section 2.2(a)(i) prior to the date that is 30 days following the receipt of the Required Shareholder Approval.
(ii) The Company shall, within 15 days of the Option Closing, give notice (the "Option Notice") to all Series B Holders. Subject to the conditions of this Section 2.2, such Series B Holders shall have the right, by giving written notice to the Company within 15 days after their receipt of the Option Notice, to elect to have included in a Registration Statement on Form S-3 to be filed by the Company such of their Registrable Securities as such Series B Holders may request in such notice of election, and the Company shall file, within 30 days of the date of the Option Notice, a registration statement covering the resale of all Registrable Securities that such Series B Holders request to be registered in such notice of election; provided, however, that the Company shall not be required to effect a registration pursuant to this Section 2.2(a)(ii) prior to the date that is 30 days following the Option Closing.
(b) If, in either of the cases described in clauses (a)(i) or (a)(ii) above, the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for the Registration Statement required to be filed by the Company pursuant to Section 2.2(a)(i) or 2.2(a)(ii) above, as applicable, to be effected at such time, the Company shall have the one-time right to defer each such filing for a period of not ...
Automatic Registration. No later than 30 days after the Maturity Date, the Company shall prepare and file with the Securities and Exchange Commission (the “SEC”), a registration statement on Form F-3 (or any successor form thereto) and, if not then available to the Company, another applicable form covering the resale of any Registrable Securities outstanding on the Maturity Date and shall use its commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable thereafter.
Automatic Registration. The Company agrees to cause the Registrable Securities issuable to the Holder to be registered under the Securities Act on an effective and current shelf registration on Form S-3 (the "Automatic Registration Statement") by filing a registration statement with the SEC prior to 5:00 p.m. Eastern Time on August 2, 2004 and as soon as reasonably practicable after the date of this Warrant but in no event later than 5:00 p.m. Eastern Time on November 2, 2004, shall cause the Automatic Registration Statement to be declared effective. The Company shall keep such shelf registration statement effective and current and shall obtain and maintain in full force and effect all related qualifications, registrations or other compliances that may be necessary under the laws of any applicable jurisdiction, including, without limitation, state securities or "blue sky" laws, until such time as all of the Registrable Securities have been sold or otherwise disposed of.
Automatic Registration. (a) On or before July 31, 2003 (the "Registration Date"), the Company shall file with the Commission a Registration Statement on Form S-3 or such other appropriate form in accordance with the Securities Act, covering the Registrable Securities.
(b) The Company shall use commercially reasonable efforts to have such registration statement declared effective within ninety (90) days after such filing, and to maintain the effectiveness and use of such registration statement for a period of no less than the earlier of (i) the date on which all of the Registrable Securities may be resold without restriction pursuant to Rule 144(k) under the Securities Act, or (ii) the date on which all of the Registrable Securities have been sold.
Automatic Registration. The Company hereby agrees with the holders of the Securities or their transferees (other than a transferee who acquires shares pursuant to Rule 144 or an effective registration statement) (collectively, the "Holders") that no later than three months following the date of the Initial Closing, the Company shall prepare and file a registration statement under the 1933 Act with the SEC covering the resale of the Shares, and the Company will use its best efforts to cause such registration to become effective within three months thereafter. In the event that the Company's registration statement has not been declared effective by the SEC within six months following the date of the Initial Closing or if the registration statement has been suspended beyond 30 days in any one instance or a total of 60 days in any 365-day period, the Conversion Price shall be reduced by 5% for each month (or portion thereof) until such time as the registration is effective or the suspension ceases and the prospectus may be used. The Company's obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the Warrant Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the Warrant Shares are eligible for immediate resale pursuant to Rule 144(k) under the ▇▇▇▇ ▇▇▇.