First Registration Statement. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC a Registration Statement on Form S-1 or Form S-3 covering the resale of all of the Registrable Securities (excluding the Warrant Shares), all of which shall constitute Common Stock (“First Registration Statement”). In the event that Form S-1 or Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d).
First Registration Statement. On or prior to 15 days following the Second Closing Date (as defined in the Purchase Agreement), or such earlier date that is 15 days following the date the Purchasers and the Company mutually agree in good faith there will be no further Closings (as defined in the Purchase Agreement) pursuant to the Purchase Agreement (the “First Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Second Closing Securities) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “First Shelf Registration Statement”). Such First Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Second Closing Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such First Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Second Closing Securities to be registered on the First Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Second Closing Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the First Shelf Registration Statement as required by the Commission and/or (ii) withdraw the First Shelf Registration Statement and file a new registration statement (a “First New Registration Statement”), in either case covering the maximum number of Registrable Second Closing Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Second Closing Securities as a secondary offering; provided, however, that prior to filing such amendment or First New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Second Closing Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone I...
First Registration Statement. The First Registration Statement shall have been declared effective under the Securities Act by the Commission and shall have remained effective (and the prospectus therein shall have remained available for use by the applicable Purchasers to resell Shares and Underlying Shares issuable upon exercise of the Closing Warrants and the First Warrants and conversion of the Unsecured Debentures thereunder) at all times, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time prior to the Second Settlement Date.
First Registration Statement. On or before January 15, 1999, the Company shall use all commercial efforts to prepare and file a Registration Statement on Form S-3 (or, if Form S-3 is not available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities issued or issuable pursuant to the First Closing, subject to the consent of Purchaser, which consent will not be unreasonably withheld) as a "shelf" registration statement under Rule 415 covering the resale of at least the number of shares of Registrable Securities consisting of (i) the Funded Shares issued pursuant to the First Closing and (ii) the Warrant Shares issuable upon exercise in full of the Warrant issued pursuant to the First Closing. 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 exercise of such Warrant in full to prevent dilution resulting from stock splits, stock dividends or similar events.
First Registration Statement. The Company shall:
First Registration Statement. On or before the end of the 20 ---------------------------- calendar day period immediately following the Subscription Date, the Company shall file with the SEC a registration statement (the "First Registration Statement") on Form S-3 if such form is then ---------------------------- available to the Company and, if not, on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Note Conversion Shares into which the Initial Convertible Note may be converted and the Incentive Warrant Shares relating to the Initial Incentive Warrant in accordance with the intended method of distribution of such securities. The aggregate number of shares of Common Stock to be registered under the First Registration Statement shall be 4,000,000;
First Registration Statement. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC under the 1933 Act, a Registration Statement on Form S-1 or Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-1 or Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Investors.
First Registration Statement. The Company shall use its best efforts to file a Registration Statement with respect to the following Registrable Securities within 45 days after the closing of the Merger, and to cause such Registration Statement to be declared effective by the SEC no more than 120 days (or 150 days, in the SEC elects to review such registration statement), after the closing of the Merger (the “First Registration Statement”):
First Registration Statement. On or before the end of the 20 calendar day period immediately following the First Sale, the Company shall file with the SEC a registration statement (the "FIRST REGISTRATION STATEMENT") on Form S-3 if such form is then available to the Company and, if not, on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Conversion Shares, and the Incentive Warrant Shares, in accordance with the intended method of distribution of such securities. The aggregate number of shares of Common Stock to be registered under the First Registration Statement shall be 5,500,000;
First Registration Statement. The First Registration Statement shall have been declared effective under the Securities Act by the Commission no later than the 150th day following the Execution Date and shall have remained effective (and the prospectus therein shall have remained available for use by the Purchaser to resell Initial Shares and Underlying Shares issuable upon conversion of the Initial Debentures) at all times, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time prior to the Closing Date. The Company shall notify the Purchaser in writing at such time as the Commission shall communicate to the Company that the First Registration Statement may go effective.
