Conditions to Registration. Each holder's right to have its Registrable Securities included in any registration statement filed by the Corporation in accordance with the provisions of this Agreement shall be subject to the following conditions:
(a) The holders of Registrable Securities to be included in such registration statement shall furnish the Corporation in a timely manner with all information requested by the Corporation in writing and required by the applicable rules and regulations of the SEC or otherwise reasonably required by the Corporation or its counsel in order to enable them properly to prepare and file such registration statement in accordance with applicable provisions of the Securities Act and if the offering is underwritten such holder shall (i) agree to sell its Registrable Securities on any reasonable and customary basis provided in any underwriting arrangements approved by (A) the holders of not less than a majority of the Registrable Securities included therein in the case of a Demand Registration, or (B) the Corporation or such other holders of securities on whose account the registration is initially being made in the case of a Piggyback Registration and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements on a timely basis; provided that in no case shall a holder of Registrable Securities included in any registration be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder, the Registrable Securities held by such holder and such holder's intended method of distribution;
(b) If any such holder desires to sell and distribute Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then any such holder shall execute and deliver to the Corporation such written undertakings as the Corporation and its counsel may reasonably request in order to assure full compliance with applicable provisions of the Securities Act and the Exchange Act;
(c) Such holder shall agree that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities and will deliver or cause to be delivered a c...
Conditions to Registration. The Company shall not be obligated to effect the registration of the Registrable Shares pursuant to this Agreement unless the Holder participating therein consents to customary conditions of a reasonable nature that are imposed by the Company, including, but no limited to, the following:
(a) conditions prohibiting the sale of Registrable Shares by the Holder from 30 days before the filing of the registration statement until the registration statement becomes effective;
(b) conditions requiring the Holder to comply with all applicable provisions of the Securities Act and the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”), including, but not limited to, the prospectus delivery requirements, and to furnish to the Company information about sales made in such public offering; and
(c) conditions prohibiting the Holder, upon receipt of written notice from the Company that it is required by law to correct or update the registration statement or prospectus, from effecting sales of the Registrable Shares until the Company has completed the necessary correction or updating.
Conditions to Registration. The Company shall not be obligated to effect the registration of the Registrable Shares pursuant to this Agreement unless the Holders participating therein consent to customary conditions of a reasonable nature that are imposed by the Company, including, but no limited to, the following:
(a) Conditions requiring the Holders to comply with all applicable provisions of the Securities Act and the Exchange Act, including, but not limited to, the prospectus delivery requirements; and
(b) Conditions prohibiting the Holders, upon receipt of written notice from the Company that it is required by law to correct or update the registration statement or prospectus, from effecting sales of the Registrable Shares until the Company has completed the necessary correction or updating.
Conditions to Registration. (a) As a condition to Leap's -------------------------- participation in any underwritten offering, Leap shall (i) execute the underwriting agreement reasonably agreed on by CellStar and the underwriter, (ii) pay its pro rata share of offering expenses, all underwriting discounts, selling commissions and transfer taxes applicable to its shares and the fees of its own counsel, if any, and (iii) cooperate with, and provide information to, CellStar in connection with the preparation of the registration statement and the sale of stock contemplated thereby.
(b) As a condition to Leap's participation in any registration that is not an underwritten offering, Leap shall (i) pay its pro rata share of offering expenses and transfer taxes applicable to its shares and the fees of its own counsel, if any, and (ii) cooperate with, and provide information necessary to effect such registration to, CellStar in connection with the preparation of the registration statement and the sale of stock contemplated thereby.
Conditions to Registration. The right of the holders to have Registrable Securities included in any registration statement filed by the Company in accordance with the provisions of this Section 1 shall be subject to the following conditions:
1.4.1 the holders shall furnish the Company in a timely manner with all information required by the applicable rules and regulations of the Commission concerning the proposed method of sale or other disposition of the Registrable Securities, the identity of and compensation to be paid to any proposed underwriters to be employed in connection therewith, and such other information as may be reasonably required by the Company to prepare and file such registration statement in accordance with applicable provisions of the Securities Act;
1.4.2 if the holders desire to sell and distribute the Registrable Securities over a period of time, or from time to time, at then prevailing market prices, then the holders shall execute and deliver to the Company such written undertakings as the Company and its counsel may reasonably require in order to assure full compliance with relevant provisions of the Securities Act and the Exchange Act;
1.4.3 in the case of any underwritten offering on behalf of the holders of Registrable Securities pursuant to the provisions of Section 1.2 hereof, the managing underwriters shall be subject to the approval of the Company, such approval not to be unreasonably withheld or delayed; and
1.4.4 in the case of a filing involving Common Stock which has not yet been acquired by the conversion of Preferred Stock, the holder shall complete the conversion of its Preferred Stock into such Common Stock by the effective date of the registration statement.
Conditions to Registration. The obligations of the Purchaser to effect or maintain any registration with respect to any Holder pursuant to Article II of this Agreement will be subject to the following conditions: (a) such Holder shall furnish to the Purchaser such information with respect to such Selling Holder, the Eligible Securities or the distribution of such Eligible Securities as the Purchaser may from time to time reasonably request in writing, to the extent required by the Securities Act or under any state securities or “blue sky” laws or requested by the SEC (including, for the avoidance of doubt, with respect to any registration statement, amendment thereto, prospectus, post-effective amendment or response to comments from the staff of the SEC) and shall promptly notify the Purchaser of any material changes in such information; (b) in the case of an underwritten offering, such Selling Holder shall enter into a customary underwriting agreement with the underwriter and any other documents or certificates customary in similar offerings; and (c) such Selling Holders shall not use any Free Writing Prospectus in connection with the sale of the Eligible Securities without the prior written consent of the Purchaser.
Conditions to Registration. The following provisions shall also apply to the registration of the Warrant Shares:
(i) The Warrant Holder shall select, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed, the underwriter or underwriters, if any, who are to undertake the sale and distribution of the Warrant Shares to be included in a Registration Statement filed in connection with any registration under the provisions of this Section 11.
(ii) In connection with any request for registration and the filing of a Registration Statement, the Warrant Holder shall be required to furnish the Company with all relevant information concerning the proposed method of sale or other disposition of the Warrant Shares, the identity and compensation to be paid to any proposed underwriters, if any, to be employed at the election of the Warrant Holder in connection therewith, and such other information as may be reasonably required by the Company to properly prepare and file such Registration Statement in accordance with applicable provisions of the Securities Act (which includes the rules and regulations thereunder). Upon the request of the Company, such information shall be furnished by the Warrant Holder in writing.
Conditions to Registration. As a condition to the Company's obligation hereunder to cause a registration statement to be filed or Registrable Securities to be included in a registration statement, each Holder shall provide such information and execute such documents as may reasonably be required in connection with such registration. In addition, the Company shall not be obligated to file a registration statement or to include Registrable Securities in a registration statement hereunder as to any Holder, (i) if the Company shall have received opinions of counsel reasonably satisfactory to such Holder and the Company to the effect that the proposed disposition of such Registrable Securities by such Holder may be effected without registration under the 1933 Act or (ii) to the extent such Registrable Securities can then be sold during a single three month period pursuant to Rule 144 under the 1933 Act.
Conditions to Registration. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of common stock of the Company, any request pursuant to these registration rights to register shares may specify that such shares are to be included in the underwriting on the same terms and conditions as such other shares of common stock, if any, otherwise being sold through underwriters under such registration; provided, however, that if the managing underwriter determines and advises in writing that the inclusion of all shares proposed to be included in the underwritten public offering would interfere with the successful marketing of the public offering, then the number of shares intended to be included by Optionee shall be reduced pro rata among the holders of other shares who have a right to have their shares included in the offering. In each case, those shares which are excluded from the underwritten public offering shall be withheld from the market by Optionee for a period, not to exceed 120 days, which the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. Under no circumstances may Optionee transfer or otherwise convey the registration rights herein set forth without the written consent of the Company. No holder of Shares shall have any right to take any action to restrain, enjoin or otherwise delay any registration as a result of any controversy that might arise with respect to the interpretation or implementation of these registration rights. XXXXX & XXXXXXXXXX COMPUTER CORPORATION, a Utah corporation By: _____________________________ Print Name: ______________________ Title: ____________________________ Optionee hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed this Option in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Dated: _______________ _____________________________________ Optionee EXHIBIT A STOCK OPTION EXERCISE NOTICE Xxxxx & Xxxxxxxxxx Computer Corporation 000 Xxxxx Xxxxx Xxxx Xxxx Xxxx, Xxxx 00000 Attn: Corporate Secretary
Conditions to Registration. As a condition to Allion’s obligation under this Agreement to cause a registration statement to be filed or Registrable Shares to be included in a registration statement, the Warrant Holder shall provide such information and execute such documents as may be required by the SEC in connection with such registration. Without limiting the foregoing, the Warrant Holder may not participate in any registration under this agreement which is underwritten unless the Warrant Holder (a) agrees to sell its securities on the basis provided in any such underwriting arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.
