Covenant to Register. (a) For purposes of this Section, the following definitions shall apply:
Covenant to Register. The Company shall use its best efforts to promptly file a registration statement ("Registration Statement") within sixty (60) days of the Closing Date, with the Commission to register the Registrable Securities (as defined in Section 24 hereof) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, if available to the Company, covering all of the Registrable Securities. Such registration statement shall be on Form S-1 or Form S-3 under the Securities Act, if such Forms are then available for use by the Company, or another appropriate form that is available to the Company permitting registration of such Registrable Securities for resale by the holders of Convertible Notes, Shares or Additional Shares ("Holders") in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect conversion of the Convertible Note to prevent dilution resulting from stock splits, stock dividends or similar events. Except for the parties described on Schedule 4.10 hereto, the Company shall not permit any securities other than the Registrable Securities issuable in connection with the transactions contemplated by this Agreement to be included in the Registration Statement. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the Commission as soon as practicable after the filing of the Registration Statement relating to such Shares. The Holder shall cooperate with the Company to provide all such necessary information as shall be required by the Company to file the Registration Statement. The Company shall maintain the prospectus relating to the Registrable Securities effective for so long as the Holder desires to dispose of the Shares, not to exceed a period of four years from the date hereof. In the event that the Registration Statement is not declared effective by the Commission within one hundred and eighty (180) days after the Closing Date, then the Convertible Notes shall be redeemed by the Company in accordance with the terms and conditions set forth in Article Twelve.
Covenant to Register. The Company shall file a registration statement with the SEC to register all the Registrable Securities held by the Holder for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act. Such registration statement shall be on Form S-3 under the Securities Act, if such Form is then available for use by the Company, or another appropriate form that is available to the Company permitting registration of the Registrable Securities for resale by the Holder in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall use its best efforts to prosecute the registration required by this Section 2(a) (the "Covenanted Registration") of the Registrable Securities pursuant to the Securities Act. The Company shall use its best efforts to cause the Registrable Securities to be registered as soon as practicable after the filing of the registration statement relating to such Registrable Securities, but in no event later than 180 days after the filing of such registration statement. The Holder shall cooperate with the Company to provide all such necessary information as shall be required by the Company to file the registration statement relating to the Covenanted Registration. The Company shall maintain the prospectus relating to the Registrable Securities effective for so long as the Holder desires to dispose of the Registrable Securities, not to exceed a period of five years from the date that the registration statement was declared effective by the Commission. The Company shall not have the right to include any securities for sale on behalf of the Company in any such Covenanted Registration.
Covenant to Register. (a) For purposes of this Agreement, unless the context otherwise requires, the following definitions shall apply:
Covenant to Register. (a) For purposes of this Section, the following definitions shall apply: (i) The terms "register," "registered," and "registration" refer to a registration under the Securities Act of 1933, as amended (the "Act"), effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement, document or amendment thereto. (ii) The term "Registrable Securities" does not include the Shares but means (A) the shares of common stock issued or issuable upon conversion of the Shares, or (B) any securities of the Company or securities of any successor corporation issued pursuant to the provisions of Schedule I hereto or issuable upon the conversion or exercise of any warrant, right or other security that is issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Shares, which in either case (i) have not been resold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or (ii) may not be resold pursuant to Rule 144(k) under the Act. For purposes of this Agreement, securities will be considered ineligible for resale pursuant to Rule 144(k) under the Act unless the Company's transfer agent has accepted an instruction from the Company specifying that such securities are eligible for sale pursuant to Rule 144(k). (iii) The term "holder of Registrable Securities" includes any person who holds Shares which are convertible into Registrable Securities.
Covenant to Register. The Company covenants that within 90 days of the Issuance Date, at the Company’s sole cost and expense, it will file or cause to be filed a Registration Statement covering the sale or resale of the Warrant Shares, and will promptly provide confirmation of such registration to the Holder. To the extent a legal opinion is required in connection therewith, such opinion shall be obtained by the Company at Company’s expense. In no event shall the Company be responsible for any broker or similar commissions of any Holder or any legal fees or other costs of the Holder.
Covenant to Register. (a) The Pledgor shall use its best efforts to prepare and file a registration statement within 30 days of the date hereof and cause such registration statement to become effective as soon as possible, but no later than 120 days from the date of this Agreement.
Covenant to Register. In the event of VPN Communications Corporation's registration of any of its securities for public distribution during the next two years, Shareholders hereby covenant to use their best efforts to cause VPN Communications Corporation to include in any such registration, at AMFS's election, any or all of the remaining shares issued to AMFS. This COVENANT TO REGISTER shall survive the term of this agreement.
