Filing and Registration Period. Subject to the terms and conditions of this Warrant, no later than four months after the Issue Date, or as soon as practicable thereafter, in the case such filing is delayed by circumstances beyond the Company's control, and consistent with the requirements of applicable law, the Company shall prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "SHELF REGISTRATION"). The Company shall use commercially reasonable efforts to have such Shelf Registration declared effective no later than six months after the Issue Date and to keep the Shelf Registration continuously effective under the Securities Act for a continuous period of time (such period of time being hereinafter called the "REGISTRATION PERIOD") commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC and ending on the date that is the second anniversary of the Issue Date; provided, that such Registration Period shall be extended until Rule 144(k) promulgated under the Securities Act (as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the SEC) is available for the sale of Registrable Securities that are issued pursuant to a net exercise of this Warrant under Section 1.2 prior to the second anniversary of the Issue Date; provided, that in no event shall such Registration Period exceed the date that is the fourth anniversary of the Issue Date. The Company shall have no duty or obligation to keep the Shelf Registration effective after the expiration of the Registration Period.
Filing and Registration Period. Subject to the terms and conditions of this Agreement, and consistent with the requirements of Applicable Law, Parent shall use commercially reasonable efforts to cause to be prepared and filed with the SEC a Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering such Registrable Securities within ten (10) business days after the issuance of shares of Parent Common Stock in the Merger (each a “Shelf Registration”); Parent shall use commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable after its filing (and in no event later than eighty (80) days after its filing) and to keep the Shelf Registration continuously effective under the Securities Act for a continuous period of time (such period of time being hereinafter called the “Registration Period”) commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC and ending on the earlier of the date that the shares registered in the Shelf Registration and (a) have been sold pursuant to the Shelf Registration, or (b) may be sold without volume restrictions pursuant to Rule 144 (subject to the normal blackout policies of Parent). Parent shall have no duty or obligation to keep the Shelf Registration effective after the expiration of the Registration Period. If a Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall as promptly as reasonably practicable but not more than thirty (30) days amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities that as of the date of such filing were registered under the prior Registration Statement. If a subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to cause such Shelf Registration to become effective as promptly as is reasonably practicable but not more than thirty (30) days after such filing and shall use its commercially reasonable efforts to keep such commercially ...
Filing and Registration Period. Subject to the terms and ------------------------------ conditions of this Agreement, as promptly as practicable following the Effective Time of the Merger but no later than fifteen whole business days thereafter, and consistent with the requirements of applicable law, Excite@Home shall prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). Excite@Home shall use commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable after its filing and to keep the Shelf Registration continuously effective under the Securities Act for a continuous period of time (such period of time being hereinafter called the "Registration Period") commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC (the "Date of Effectiveness") and ending on the date that is the first anniversary of the Effective Time of the Merger. Excite@Home shall have no duty or obligation to keep the Shelf Registration (or any Subsequent Registration, as defined below) effective after the expiration of the Registration Period. Excite@Home shall have no duty or obligation to keep the Shelf Registration effective after the expiration of the Shelf Registration Period.
Filing and Registration Period. As promptly as reasonably practicable following the Effective Time of the Merger (but not earlier than five (5) days after the Effective Time of the Merger), and consistent with the requirements of applicable law, HNC shall prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "SHELF REGISTRATION"). HNC shall use its best efforts to have such Shelf Registration declared effective as soon as practicable after the Effective Time of the Merger and to keep the Shelf Registration continuously effective under the 1933 Act for a continuous period of time (such period of time being hereinafter called the "REGISTRATION PERIOD") commencing on the date the Shelf Registration is declared effective under the 1933 Act by the SEC (the "DATE OF EFFECTIVENESS") and ending on the first (1st) anniversary of the Effective Time of the Merger. HNC shall have no duty or obligation to keep the Shelf Registration (or any Subsequent Registration, as defined below) effective after the expiration of the Registration Period.
Filing and Registration Period. As soon as practicable after the date hereof, the Company shall prepare and file with the SEC the Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its best efforts to have such Shelf Registration declared effective thirty (30) days following the filing and to keep the Shelf Registration continuously effective until the earlier of (i) the date on which all of the Registrable Securities are sold by the Investors, or (ii) two (2) years following the effective date of the Shelf Registration, except as provided otherwise herein (the period during which the Registration is to remain effective is referred to herein as the "Registration Period"). The Company shall have no duty or obligation to keep the Shelf Registration effective after the expiration of the Registration Period.
Filing and Registration Period. Subject to the terms and conditions of this Agreement, promptly following the Closing Date, but in any event within thirty (30) days after the Closing Date, Parent shall file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). Prior to filing such Shelf Registration with the SEC, Parent shall consult with the Stockholder Representative with respect to the portions of the Shelf Registration that describe the manners in which resales of Parent Common Stock may be made in reliance on the Shelf Registration. Parent shall use commercially reasonable efforts to cause such Shelf Registration to be declared effective as soon as practicable after its filing and to keep the Shelf Registration continuously effective under the Securities Act for a period of time (such period of time being hereinafter called the "Registration Period" commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC (the "Date of Effectiveness") and ending at the end of the day on the one (1) year anniversary of the Closing Date. Parent shall have no duty or obligation to keep the Shelf Registration effective after the expiration of the Registration Period.
Filing and Registration Period. Subject to the terms and conditions of this Agreement, Buyer will use good faith efforts to, within 30 days after the Closing, prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the “Holder Registration”). Buyer shall use commercially reasonable efforts to cause the Holder Registration to be declared effective as soon as practicable after its filing and to keep the Holder Registration continuously effective under the Securities Act for a continuous period of time (such period of time being hereinafter called the “Registration Period”) commencing on the date the Holder Registration is declared effective under the Securities Act by the SEC and ending at the end of the thirtieth (30th) day that the Holder Registration has been effective; provided, however, that in the event that Buyer exercises its right to prohibit sales under Section 2(e) or Section 5, then Buyer shall extend the Registration Period hereunder by the number of days that such sales were so prohibited. Buyer shall have no duty or obligation to keep the Holder Registration effective after the expiration of the Registration Period. Buyer will only be obligated to prepare and file with the SEC one such Holder Registration.
Filing and Registration Period. Subject to the terms and ------------------------------ conditions of this Agreement, on October 2, 2000, or as soon as practicable thereafter, in the case such filing is delayed by circumstances beyond Keynote's control, and consistent with the requirements of applicable law, Keynote shall prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). Keynote shall use commercially reasonable efforts to have such Shelf Registration declared effective as soon as practicable after its filing and to keep the Shelf Registration continuously effective under the Securities Act for a continuous period of time (such period of time being hereinafter called the "Registration Period") commencing on the date the Shelf Registration is declared effective under the Securities Act by the SEC (the "Date of Effectiveness") and ending on the date that is the first anniversary of the Effective Time of the Merger. Keynote shall have no duty or obligation to keep the Shelf Registration effective after the expiration of the Registration Period.
Filing and Registration Period. In case the Company shall receive from the Stockholder a written request that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities, then as soon as practicable thereafter, and consistent with the requirements of applicable law, the Company shall prepare and file with the SEC a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its reasonable good faith efforts to have such Shelf Registration declared effective as soon as practicable after its filing and to keep the Shelf Registration continuously effective under the 1933 Act for a continuous period of time (such period of time being hereinafter called the "Registration Period") commencing on the date the Shelf Registration is declared effective under the 1933 Act by the SEC (the "Date of Effectiveness") and ending on the date that is the first (1st) anniversary of the Closing (subject to Section 4.3.2(b)). The Company shall have no duty or obligation to keep the Shelf Registration (or any Subsequent Registration, as defined below) effective after the expiration of the Registration Period. Accordingly, the Stockholders acknowledge that the Registrable Securities will not be registered under the 1933 Act beginning one (1) year after the Closing.
Filing and Registration Period. As promptly as reasonably practicable following the Effective Time of the Merger, Concur shall prepare and file with the SEC the Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the then outstanding Registrable Securities (the "SHELF REGISTRATION"). Concur shall provide the Holders with a reasonable opportunity to review and approve the "selling stockholders" and "plan of distributions" sections of the prospectus in the Registration Statement. Concur shall use its best efforts to have such Shelf Registration declared effective on or before July 26, 1999, or as soon thereafter as practicable, and to keep the Shelf Registration continuously effective under the 1933 Act for a continuous period of time commencing on the date the Shelf Registration is declared effective under the 1933 Act by the SEC (the "DATE OF EFFECTIVENESS") and ending on the first anniversary of the Effective Time of the Merger, except as provided otherwise herein (the period during which the Registration is to remain effective is referred to herein as the "REGISTRATION Period"). Concur shall have no duty or obligation to keep the Shelf Registration effective after the expiration of the Registration Period.
