Certain Company Obligations. Whenever Registrable Common Stock is to be registered pursuant to SECTIONS 2 OR 3 of this Agreement, the Company will use reasonable diligence to effect the registration of such Registrable Common Stock in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request and with the Piggy-back Registration or Demand Registration, the Company will as expeditiously as possible:
(i) prepare and file with the Commission a registration statement which includes the Registrable Common Stock requested to be included and use its best efforts to cause such registration statement to become effective (which registration statement, in the case of a Demand Registration, shall in all events be filed with the Commission within 75 days after the Company's receipt of the Demand Registration, subject to the limitations set forth in SECTION 5); provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the holders of the Registrable Common Stock covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to be filed at least five (5) business days prior thereto (or, in the case of any amendments to documents that have previously been filed with the Commission, such shorter period of time if the Company reasonably believes it is necessary in order to effect the registration on a timely basis so long as such period is not less than 24 hours), which documents will be subject to the reasonable review of such holders and underwriters, and provided further that if such registration statement refers to any holder of Registrable Common Stock by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities does not necessarily make such holder a "controlling person" of the Company within the meaning of the Securities Act and is not to be construed as a recommendation by such holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or a...
Certain Company Obligations. Following delivery of a Demand Request, and subject to the conditions of this Article 3, the Company shall:
(a) give prompt written notice of such Demand Request to all other Shareholders in accordance with Section 11.8, and such Shareholders shall have thirty (30) days from receipt thereof to respond in order to have any Registrable Securities owned by such Shareholders included in such registration;
(b) use all reasonable efforts to effect such registration as promptly as practicable (including, without limitation, by filing a Registration Statement (and executing an undertaking to file any amendments thereto) covering the Registrable Securities so requested to be registered and complying with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) or as may be so requested; and
(c) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or successor forms), with respect to any securities, including Registrable Securities, of the Company until such date that is ninety (90) days following effectiveness of the Registration Statement filed in connection with such Demand Registration.
Certain Company Obligations. In case: ---------------------------
(i) of any reclassification of the Preferred Shares or the Class A Common Stock (other than a subdivision or combination of the outstanding preferred or common stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the Preferred Shares or the Class A Common Stock is converted into other securities, cash or other property; or
(ii) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be mailed to the Purchasers, at their last addresses as they shall appear upon the stock transfer books of the Company, at least 20 days prior to the proposed record or effective date, as the case may be, notice stating the date on which such action, reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of record of the Preferred Shares or the Class A Common Stock shall be entitled to exchange their Preferred Shares or Class A Common Stock for securities or other property deliverable upon such action, reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice).
Certain Company Obligations. Whenever Registrable Stock is to be registered pursuant to Sections 2 of this Agreement, the Company will use its best efforts to effect the registration of such Registrable Stock in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request and with the Piggyback Registration, the Company will as expeditiously as possible:
Certain Company Obligations. The Parties hereby agree that Buyer and the Company will be jointly and severally liable for each obligation of Buyer under this Article 9.
Certain Company Obligations. The Principals shall cause the Company to use all commercially reasonable efforts to effect the release of any guaranty by iNTELEFILM of Company obligations, including but not limited to those to American Express, Entertainment Partners and any applicable insurance carriers. In no event, however, shall such efforts require the Principals to undertake personal liability with respect to such obligations. The Company shall indemnify iNTELEFILM and hold iNTELEFILM harmless with respect to all such Company obligations that arise from and after the Effective Date.
Certain Company Obligations. As of and following the Launch Date, Company will (a) maintain the Mirror Company Site, [***], (b) ensure that every page of the Mirror Company Site displays prominent, above-the-fold, graphical hypertext links (to be designed by ACSI and subject to Company's prior approval, which shall not be unreasonably withheld or delayed) which, when clicked, return the user to the ACSI Site, together with such other branding and Trademarks of ACSI as ACSI and Company may agree upon to be appropriate (provided, that if the Parties cannot agree upon such branding and Trademarks, notwithstanding any other provision of this Agreement, ACSI shall have no obligation to establish or maintain the Spoken-Word Audio Sub-Section until such time as the Parties have agreed upon the same; and provided further, that any disagreement shall be subject to the escalation procedure specified in Section 2.8 below), (c) ensure that the Mirror Company Site does not contain links to any Web Site other than the ACSI Site (including, without limitation, to the Company Site), (d) ensure that substantially all Spoken-Word Audio Products (and any other products approved by ACSI) available through the Company Site are available through the Spoken-Word Audio Sub-Section (but subject to Section 9.2 with respect to Related Products), (e) [***], and (f) [***]. Subject to the foregoing, Company shall have the right to limit the number of promotional incentives (e.g. free give-aways, low-cost promotional offers and the like) that are offered through the Spoken-Word Audio Sub-Section based upon the volume of traffic if such volume were to place Company in commercially untenable position as solely determined by Company. Unless otherwise agreed by the Parties in writing, Company will be solely responsible for all pricing, delivery and fulfillment of any products, including Spoken-Word Audio Products offered by Company on or through the Spoken-Word Audio Sub-Section (including the Mirror Company Site).
Certain Company Obligations. Following delivery of a Demand Request, and subject to the conditions of Articles 3 and 4, the Company shall:
(a) give prompt written notice of such Demand Request to any Person it is required to Notify in accordance with any other registration rights agreement to which the Company is a party to; and
(b) use all reasonable efforts to effect such registration as promptly as practicable (including, without limitation, by filing a Registration Statement (and executing an undertaking to file any amendments thereto) covering the Registrable Securities so requested to be registered and complying with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) or as may be so requested.
Certain Company Obligations. (a) Prior to the end of the Phase I Term (as defined in the Consulting Agreement), the Wichita condominium lease shall either be terminated, settled or assigned by BeautyFirst to CCC or an Affiliate thereof (other than the Company or a Subsidiary of the Company), in each case at no cost to the Buyer Parties.
(b) Prior to the end of the Phase I Term (as defined in the Consulting Agreement), the three automobile leases to which BeautyFirst is a party shall either be terminated, settled or assigned by BeautyFirst to CCC or an Affiliate thereof (other than the Company or a Subsidiary of the Company), in each case at no cost to the Buyer Parties. ARTICLE V
Certain Company Obligations. As of September 15, 2008, Executive will take all actions necessary, whether in writing or otherwise, to effectuate a resignation as an officer and director of the Company and any affiliated entity, whether direct or indirect, of the Company. The Company will take all necessary steps consistent with the foregoing, including but not limited to removing, effective September 15, 2008, Executive as signatory on any and all corporate records or documents of the Company and any affiliated entity, whether direct or indirect, of the Company, unless otherwise prohibited by law. The Company will also remove, effective on the Commencement Date, Executive as an officer and authorized signatory of the Company, and any affiliated entity, whether direct or indirect, of the Company.
