Common use of Covenant to Register Clause in Contracts

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 As soon as the Company is eligible to do -------------------- so, but in no event later than 13 months following the date that the Company has been subject to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided, however, that such 13-month period may be extended by the Holder in its sole and absolute discretion, Company shall use its best efforts to promptly file a registration statement with the Securities and Exchange Commission (the "Registration StatementCommission") within sixty (60) days of the Closing Date, with the Commission to register the Registrable Securities (as defined in Section 24 hereof) Warrant Stock issuable upon the exercise of the Warrant for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act, if available to the Company"), covering all of the Registrable SecuritiesWarrant Stock. Such registration statement shall be on Form S-1 or Form S-3 under the Securities Act, if such Forms are Form is then available for use by the Company, or another appropriate form that is available to the Company permitting registration of such Registrable Securities Warrant Stock for resale by the holders of Convertible Notes, Shares or Additional Shares ("Holders") Holder in the manner or manners reasonably designated by them the Holder (including, without limitation, one or more underwritten offerings). The Registration Statement Company shall state, use its best efforts to prosecute the extent permitted by Rule 416 under registration (the "Registration") of the Warrant Stock pursuant to 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 Warrant Stock to be declared effective by the Commission registered as soon as practicable after the filing of the Registration Statement registration statement relating to such SharesWarrant Stock, 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 Statementregistration statement relating to the Registration. The In addition, Company shall use its best efforts to list, the Warrant Stock on NASDAQ or on such other securities exchange as the shares of Warrant Stock may then be listed. Company shall maintain the prospectus relating to the Registrable Securities Warrant Stock effective for so long as the Holder desires to dispose of the SharesWarrant Stock, not to exceed a period of four five years from the date hereof. In the event that the Registration Statement is not registration statement was 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 TwelveCommission.

Covenant to Register. The Company As soon as the Seller is eligible to do so, but -------------------- in no event later than 13 months following the date that the Seller has been subject to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided, however, that such 13-month period may be extended by the Purchasers in their sole and absolute discretion, Seller shall use its best efforts to promptly file a registration statement with the Securities and Exchange Commission (the "Registration StatementCommission") within sixty (60) days of the Closing Date, with the Commission to register the Registrable Securities shares of Common Stock, par value $.001 per share (as defined in Section 24 hereofthe "Common Stock"), that are issuable by the Seller upon the conversion of the Shares (the "Common Shares") for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act, if available to the Company"), covering all of the Registrable SecuritiesCommon Shares. Such registration statement shall be on Form S-1 or Form S-3 under the Securities Act, if such Forms are Form is then available for use by the CompanySeller, or another appropriate form that is available to the Company Seller permitting registration of such Registrable Securities Common Shares for resale by the holders of Convertible Notes, Shares or Additional Shares ("Holders") Purchasers in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Registration Statement Seller shall state, use its best efforts to prosecute the extent permitted by Rule 416 under registration (the "Registration") of the Common Shares pursuant to 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 Seller shall use its best efforts to cause the Registration Statement Common Shares to be declared effective by the Commission registered as soon as practicable after the filing of the Registration Statement registration statement relating to such Common Shares, but in no event later than 180 days after the filing of such registration statement. The Holder Purchaser shall cooperate with the Company Seller to provide all such necessary information as shall be required by the Company Seller to file the Registration Statementregistration statement relating to the Registration. The Company In addition, Seller shall use its best efforts to list, simultaneously with the Closing of the transactions contemplated by this Agreement, the Common Shares on NASDAQ or on such other securities exchange as the shares of Common Stock may then be listed. Seller shall maintain the prospectus relating to the Registrable Securities Common Shares effective for so long as the Holder Purchaser desires to dispose of the Common Shares, not to exceed a period of four five years from the date hereofthat the registration statement was declared effective by the Commission. In the event that the Registration Statement is not effected within the foregoing time period, it is acknowledged that the Purchasers will suffer liquidated damages, which the Seller hereby agrees to pay to the Purchasers, in the form of options to purchase 250,000 shares of Common Stock of the Seller at an exercise price of $1.50 per share, which options shall be exercisable for a period of five years, pro rata based upon the number of Shares owned by each Purchaser; provided, however, that the Seller shall not be required to pay such liquidated damages in the event that (i) an appropriate form to register the Common Shares for an offering to be made on a continuous or delayed basis, such form to permit updating through the incorporation by reference to periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act, is not available to the Seller at the time in question, or (ii) the Purchasers, in their sole discretion, determine that the Registration has not been declared effective by the Commission within one hundred and eighty (180) days after due to circumstances beyond the Closing DateSeller's control. Notwithstanding the payment of any such liquidated damages, then the Convertible Notes obligation of the Seller to effect such Registration shall be redeemed by the Company in accordance with the terms and conditions set forth in Article Twelvesurvive.

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 1933 Act, effected by preparing and filing a registration statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such registration statement, document or amendment thereto. (ii) The term "Registrable Securities" means the Shares, and any securities of the Company or securities of any successor corporation issued as 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. (iii) The term "holder of Registrable Securities" means the Buyer and any permitted assignee of registration rights pursuant to Section 5(g). (b) (i) The Company shall within ten (10) days from the date hereof amend the registration statement on Form SB-2 currently on file with the Securities and Exchange Commission ("SEC") to include the Registrable Securities and use its best efforts to cause such registration statement to become effective prior to the stated maturity date of the Note (the "Target Date"). In the event that the Company does not so amend its registration statement with the above-specified time period, the Company shall pay Purchaser, as liquidated damages, cash in an amount equal to 2% of the purchase price for the Securities and 10,000 shares of its common stock, for each thirty (30) day period following the date hereof until such time as the registration statement is so amended. In the event that the Company is unable to cause the registration statement to become effective by the Target Date, the Company shall pay Purchaser, as liquidated damages, cash in an amount equal to 2% of the purchase price for the Securities and 10,000 shares of its common stock, for each thirty (30) day period following the Target Date until such time as the registration statement is declared effective. All payments due hereunder shall be made to the Purchaser by cashier's check or wire transfer in immediately available funds to such account as shall be designated in writing by the Purchaser. Notwithstanding the foregoing, if the registration statement is declared effective within six months of the date of this Agreement, the Buyer will agree to refund the above penalties upon receipt of 70,000 additional shares of the Company's common stock; provided, that, such shares shall have been duly registered under the registration statement referred to above. (ii) The Company may suspend the effectiveness of any registration effected pursuant to this Subsection (b) in the event and for such period of time as, such a suspension is required by the rules and regulations of the SEC. The Company will use its best efforts to cause such suspension to terminate at the earliest possible date. (c) Whenever required under this Section 5 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (i) Prepare and file with the SEC a registration statement or amendment thereto with respect to such Registrable Securities and use its best efforts to cause such registration to become effective as provided in Section 5(b)(i) hereof, and keep such registration statement effective for so long as any holder of Registrable Securities desires to dispose of the securities covered by such registration statement; provided, however, that in no event shall the Company be required to keep the Registration statement effective for a period greater than three (3) years from the Closing Date; (ii) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement and notify the holders of the filing and effectiveness of such Registration statement and any amendments or supplements; (iii) Furnish to each holder of Registrable Securities such numbers of copies of a current prospectus, including a preliminary prospectus, conforming with the requirements of the 1933 Act, copies of the registration statement any amendment or supplement to any thereof and any documents incorporated by reference therein, and such other documents as such holder of Registrable Securities may reasonably require in order to facilitate the disposition of Registrable Securities owned by such holder of Registrable Securities; (iv) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or "Blue Sky" laws of such jurisdictions as shall be reasonably requested by the holder of Registrable Securities; (v) Notify each holder of Registrable Securities immediately of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and use its best efforts to promptly file a registration statement update and/or correct such prospectus. ("Registration Statement"d) within sixty (60) days Upon request of the Closing DateCompany, each holder of Registrable Securities will furnish to the Company in connection with the Commission to register any registration under this Section such information regarding itself, the Registrable Securities (and other securities of the Company held by it, and the intended method of disposition of such securities as defined in Section 24 hereof) for an offering shall be reasonably required to be made on a continuous or delayed basis pursuant to Rule 415 under effect the Securities Act, if available to the Company, covering all registration of the Registrable Securities held by such holder of Registrable Securities. Such registration statement shall be on Form S-1 or Form S-3 under (e) (i) To 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 fullest 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 heretolaw, the Company shall not permit any securities other than the indemnify, defend and hold harmless each holder of Registrable Securities issuable which are included in connection a registration statement and each of its officers, directors, employees, agents, partners or controlling persons (within the meaning of the 1933 Act) (each, an "indemxxxxxx xarty") from and against, and shall reimburse such indemnified party with respect to, any and all claims, suits, demands, causes of action, losses, damages, liabilities, costs or expenses ("Liabilities") to which such indemnified party may become subject under the transactions contemplated by this Agreement 1933 Act or otherwise, arising from or relating to (A) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or (B) the omission or alleged omission to state therein a material fact required to be included stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such Liability arises out of or is based upon an untrue statement or omission so made in strict conformity with information furnished by such indemnified party in writing specifically for use 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 Twelveregistration statement.

Covenant to Register. The At any time on or after August -------------------- 13, 1998, upon the request in writing by the Holder, or if more than one Holder, by the Holders holding at least a majority of the Registrable Securities, the Company shall use its best efforts to promptly file a registration statement with the Securities and Exchange Commission (the "Registration StatementCommission") within sixty (60) days to register all Registrable Securities of the Closing Date, with the Commission to register the Registrable Securities (as defined in Section 24 hereofHolder(s) requesting such registration for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act, if available to the Company"), covering all of the such Registrable Securities. Such registration statement shall be on Form S-1 or Form S-3 under the Securities Act, if such Forms are Form is 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"Holder(s) in the manner or manners reasonably designated by them the Holder(s) (including, without limitation, one or more underwritten offerings). The Registration Statement Company shall state, use its best efforts to prosecute the extent permitted by Rule 416 under registration (the "Registration") of such Registrable Securities pursuant to 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 such Registrable Securities to be declared effective by the Commission registered as soon as practicable after the filing of the Registration Statement registration statement relating to such SharesRegistrable Securities, but in no event later than 180 days after the filing of such registration statement. The Holder Holder(s) shall cooperate with the Company to provide all such necessary information as shall be required by the Company to file the Registration Statementregistration statement relating to the Registration. In addition, the Company shall use its best efforts to list such Registrable Securities on NASDAQ or on such other securities exchange as such Registrable Securities may then be listed. The Company shall maintain the prospectus relating to the such Registrable Securities effective for so long as the Holder Holder(s) desires to dispose of the Sharessuch Registrable Securities, not to exceed a period of four five years from the date hereof. In the event that the Registration Statement is not registration statement was 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 TwelveCommission.

Covenant to Register. The At any time on or after the date one (1) year after the date hereof, upon the request in writing by the Holder, or if more than one Holder, by the Holders holding at least a majority of the Registrable Securities, the Company shall use its best efforts to promptly file a registration statement with the Securities and Exchange Commission (the "Registration StatementCommission") within sixty (60) days to register all Registrable Securities of the Closing Date, with the Commission to register the Registrable Securities (as defined in Section 24 hereofHolder(s) requesting such registration for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act, if available to the Company"), covering all of the such Registrable Securities. Such registration statement shall be on Form S-1 or Form S-3 under the Securities Act, if such Forms are Form is 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"Holder(s) in the manner or manners reasonably designated by them the Holder(s) (including, without limitation, one or more underwritten offerings). The Registration Statement Company shall state, use its best efforts to prosecute the extent permitted by Rule 416 under registration (the "Registration") of such Registrable Securities pursuant to 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 such Registrable Securities to be declared effective by the Commission registered as soon as practicable after the filing of the Registration Statement registration statement relating to such SharesRegistrable Securities, but in no event later than 180 days after the filing of such registration statement. The Holder Holder(s) shall cooperate with the Company to provide all such necessary information as shall be required by the Company to file the Registration Statementregistration statement relating to the Registration. In addition, the Company shall use its best efforts to list, the Registrable Securities on NASDAQ or on such other securities exchange as the shares of Registrable Securities may then be listed. The Company shall maintain the prospectus relating to the such Registrable Securities effective for so long as the Holder Holder(s) desires to dispose of the Sharessuch Registrable Securities, not to exceed a period of four five years from the date hereof. In the event that the Registration Statement is not registration statement was 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 TwelveCommission.