Demand Shelf Registration Sample Clauses
Demand Shelf Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if the Company is not then eligible to register the Registrable Securities for resale on Form S-3, such registration shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders). Subject to the last paragraph in Section 3 of this Agreement, the Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until the date which is three years after the Original Issue Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to the Company (which may be counsel employed by the Company) (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Preferred Stock, the Company shall have 30 Business Days to file such additional Registration Statement. Once a Registration Statement filed pursuant to this Section 2(a) is declared effective by the Commission, the holders of the Preferred Stock shall not have the right to make any additional demands for registration under this Section 2(a), other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentence.
(b) If the Holders of a majority of the Registrable Securities so elect, the offering of Registrable Securities pursuant to the Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 4(b) hereof. The Company will not be required to effect more than one Underwritten Offering under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing...
Demand Shelf Registration. (a) If at any time during the period ending on the third (3rd) year anniversary of the date hereof, the Company receives a request (the “Demand Notice”) from Mr. Mogutov and/or Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement with respect to outstanding Registrable Securities, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities (unless the Company is instructed by any Holder not to include all or part of the Registrable Securities of such Holder) to include that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith (such as Form S-1), subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a majority in interest of the Holders) substantially the
Demand Shelf Registration. Section 3.1. At any time prior to December 14, 2003 ("Second Anniversary"), each Purchaser may make a written request of the Company ("Shelf Registration Request") to file with the Commission (and all applicable state securities authorities) under Rule 415 of the Act a Form S-3 resale shelf Registration Statement covering the Purchaser's resale of the Shares ("Resale Shelf Registration Statement").
Section 3.2. Subject to Section 3.4, the Company shall use its commercially reasonably best efforts to have the Resale Shelf Registration Statement declared effective under the Act by the Commission (and under applicable state securities laws by all applicable state securities authorities) within ninety (90) days of the Shelf Registration Request and keep the Resale Shelf Registration Statement continuously effective until the earlier of the Second Anniversary or the date that all of the Shares have been sold.
Section 3.3. The Company may include, from time to time or at any time, as part of the Resale Shelf Registration Statement, additional shares of Common Stock proposed to be sold by the Company and/or other holders of Common Stock (or its equivalent or securities convertible thereinto).
Section 3.4. The Company shall be entitled, in its reasonable judgment, from time to time or at any time, to delay filing a Resale Shelf Registration Statement and suspend resales under the Resale Shelf Registration Statement for limited periods ("Grace Periods") if events or circumstances at or affecting the Company would make the Resale Shelf Registration Statement inaccurate or misleading in any material respect; provided, however, that during any consecutive 365 day period, such Grace Periods shall not, in total, exceed 120 days. The Company shall give prompt written notice to the Purchasers of each such suspension and shall likewise give prompt written notice to the Purchasers of termination of each suspension. Each Purchaser hereby agrees to postpone the sale of any Shares pursuant to the Resale Shelf Registration Statement during each such suspension of sales.
Section 3.5. The Purchasers shall pay the expenses of any attorneys, accountants or other advisors or professionals which they engage in connection with the sale of Shares pursuant to the Resale Shelf Registration Statement and all brokerage commissions, fees and discounts, if any, associated with the Shares being sold by the Purchasers pursuant to the Resale Shelf Registration Statement. The Company shall pay a...
Demand Shelf Registration