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 1933 Act.
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 90 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. The Company hereby agrees with the Subscribers or their transferees (other than a transferee who acquires shares pursuant to the Rule or an effective registration statement) (collectively, the “Holders”) that no later than three months following the date of the Final Closing (the “Filing Date”), 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 six months after the Final Closing (the “Effectiveness Date”); provided, however, that the Subscribers agree that the company may avail itself of Rule 429 and combine any existing and effective prospectus with the prospectus to be included in the registration statement. In the event that the Company’s registration statement has not been filed on or prior to the Filing Date or has not been declared effective by the SEC on or before the Effectiveness Date, the Company shall pay each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder for the Shares that are then held by such Holder for each thirty (30) day period (prorated on a daily basis for partial periods) until such time as the registration statement is filed or effective, as the case may be; provided, however, that no such liquidated damages shall be due or payable with respect to any Shares withdrawn from the registration as a result of any SEC comment asserting that the applicable selling stockholder shall be deemed an underwriter with respect to such registration. While such event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an event has been cured by the Company shall be paid within three (3) business days following the date on which such event has been cured by the Company. The Company’s obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the Shares have been sold pursuant to Rule 144 or an effective registration statement, or (b) such time as the Shares are eligible for immediate resale pursuant to Rule 144(k), or (c) two years after the Final Closing. In addition, if (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company ...
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 Corporation shall prepare and file with the SEC a registration statement (the “Registration Statement”) and such other documents, including a prospectus, as may be necessary, in order to comply with the provisions of the U.S. Securities Act and applicable state securities laws, so as to permit the public sale of the Registrable Securities. The Corporation shall file the Registration Statement no later than thirty (30) days after the Closing Date, and use its best efforts to have the Registration Statement declared effective within one hundred eighty (180) days after the Closing Date.
Automatic Registration. Within 30 days of receipt of the Required Shareholder Approval (as such term is defined in the Transaction Agreement) or 150 days from date hereof, whichever date is later, the Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (except if the Company is not then eligible to register for resale the Warrant Shares on Form S-3, the registration shall be on another appropriate form) and such other documents, as may be necessary, in the opinion of counsel for the Company, so as to permit a public offering and sale by the Holder of all of the Warrant Shares under the Securities Act, unless the Warrant Shares may be sold free of volume restrictions pursuant to Rule 144 promulgated under the Securities Act. With respect to any registration statement filed pursuant to this Section 7.1 or Section 7.2 below, the Company shall (a) use its commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, (b) use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until the earlier of (i) such time as all Warrant Shares to be sold pursuant to the registration statement have been sold and (ii) the date on which all Warrant Shares may be sold without registration and without being subject to the volume limitations of Rule 144 promulgated under the Securities Act, (c) take all reasonable efforts to cause the Warrant Shares at all times during such period to be freely tradable under the registration statement, except as may be required under the federal securities laws, (d) not less than two business days prior to the filing of any registration statement or related prospectus or any amendment or supplement thereto, furnish to the Holder the sections of such documents that relate to the Holder, as proposed to be filed, which documents shall be subject to the review of the Holder, (e) promptly notify the Holder via facsimile of the effectiveness of such registration statement and the filing of any prospectus supplement or amendment to such registration statement, and (f) no later than one business day following the effectiveness of such registrat...
Automatic Registration. (a) On or before _______, 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. Within 30 days following the closing of a merger or other business combination with an operating business (a "Merger") or any other event pursuant to which the Company ceases to be a "shell company," as defined by Rule 12b-2 under the Exchange Act and a "blank check company," as defined by Rule 3a51-1 under the Exchange Act (an "Event"), we agree to file with the SEC a registration statement on Form S-1 (or another available form) under the Securities Act (the "Registration Statement"), covering the resale of the Shares. We further agree to use our best efforts to cause the Registration Statement to be declared effective by the SEC on or before the earlier of (1) 150 days following an Event or the closing of a Merger, as applicable, or if the Registration Statement is subject to review and comment from the Commission, 180 days following an Event or the closing of a Merger, as applicable, or (2) five trading days following the date on which we are notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review.
