Foreign Registrations. To the extent the Company effects a public offering or registration in a jurisdiction outside the U.S., the registration rights afforded to the Holders, and the intent of the related provisions hereunder shall, subject to the applicable securities regulations, be carried out and applied as nearly as possible in such foreign jurisdiction as if such public offering or registration were effected in the U.S.
Foreign Registrations. In the event NSA intends to sell Products in a new geographic area, NSA and Seller agree to cooperate and use their best commercially reasonable efforts to obtain and maintain any necessary approvals or registrations by or with any governmental or regulatory agency in any country or political subdivision in which the Products are to be sold. NSA and Seller shall mutually agree as to which party shall be primarily responsible for obtaining such approvals or registrations on a case-by-case basis. In the event Seller shall be responsible for obtaining such foreign registrations, Seller shall obtain such approvals or registrations and/or file all applications on behalf of and under the name of NSA. Payment for all costs incurred in obtaining such foreign registrations shall be made as listed on subsequent written memorandums signed by the Parties and expressly referring to this Agreement. Regardless of which Party shall be responsible for obtaining such foreign registrations, the responsible Party will provide copies of all registration documents for the other Party’s review prior to submission for approval of such registration documents. The reviewing Party will have ten (10) business days following receipt of such registration documents to provide comments to the responsible Party on any such matters following submission to it. All such approvals, registrations and applications under this Section shall inure solely to the benefit of NSA and Seller shall have no rights in any such approvals, registrations, or applications. All costs, including consulting and legal fees, associated with obtaining and maintaining approvals or registrations for products not manufactured by Seller shall be borne completely by NSA.
Foreign Registrations. In the event Juice Plus+ intends to sell or distribute Products in a country within the Territory in which such Products are not currently being sold or in which governmental approvals or registrations become required where such approvals or registrations previously were not previously required, Juice Plus+ and Seller agree to cooperate and use their best efforts to obtain and maintain at Juice Plus+’s expense any necessary approvals or registrations by or with any governmental or regulatory agency in any country or political subdivision in which the Products are to be sold. Juice Plus+ and Seller shall mutually agree as to which party shall be primarily responsible for obtaining such approvals or registrations on a case-by-case basis. In the event Seller shall be primarily responsible for obtaining such foreign registrations, Seller shall obtain such approvals or registrations and/or file all applications on behalf of and under the name of Juice Plus+. All costs incurred in obtaining such foreign registrations shall be paid by Juice Plus+. Compensation to Seller for its efforts in obtaining such approvals or registrations shall be as agreed upon by the parties and described in subsequent written memorandums signed by the Parties and expressly referring to this Agreement. Regardless of which Party shall be primarily responsible for obtaining such foreign registrations, that Party will provide copies of all registration documents for the other Party’s review prior to submission for approval of such registration documents. The reviewing Party will have ten (10) business days following receipt of such registration documents to provide comments to the responsible Party on any such matters following submission to it. All such approvals, registrations and applications under this Section shall inure solely to the benefit of Juice Plus+ and Seller shall have no rights in any such approvals, registrations, or applications.
Foreign Registrations. If the Company elects to register or achieve a public listing of the Common Stock outside the United States before its initial public offering in the United States, the Holders of a majority of the Registrable Securities may require the parties to appropriately adjust the terms of this Agreement in good faith to provide the Holders with rights to register, list and sell the Registrable Securities in such jurisdiction that are at least as favorable as those contemplated in this Agreement. Without limiting the generality of the foregoing, the restrictions under Section 3.11 as to when the Holders may sell or otherwise transfer or dispose of any Registrable Securities will, if appropriate, be shortened or eliminated taking into account the rules, regulations and standard procedures of the jurisdiction and the applicable stock exchange, and shall be subject to the written approval of Investors holding a majority of the Registrable Securities (the "INVESTOR MAJORITY"). Any written agreement of the Investor Majority and the Company as contemplated above shall be binding on all Holders. Without limiting the generality of the foregoing, the parties hereto acknowledge that in connection with any such written agreement the Investor Majority may (but shall not be required to) condition their approval upon the Company agreeing to take such steps, if any, as are necessary or desirable to ensure that the Registrable Securities are freely tradable on the foreign exchange after the applicable restricted period, if any, expires.
Foreign Registrations. To the extent the Company effects a listing, public offering or registration in a jurisdiction other than the U.S., the registration rights afforded the Holders, and the intent of the related provisions, hereunder shall, subject to the applicable securities regulations, be carried out and applied as nearly as possible in such jurisdiction as if such listing, public offering or registration were effected in the U.S. Also, notwithstanding anything to the contrary and subject to applicable securities laws, to the extent that the Company effects a listing, public offering or registration in a jurisdiction other than the U.S. for the account of any Shareholders (other than the holders of Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares), other than a listing, public offering or registration solely to the sale of securities to participants in a Company Share Option Plan, the holders of Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares shall have the right to participate in the sale of Shares by requesting the Company to include a pro rata portion (based on aggregate number of shares to be sold) of such holders’ Registrable Securities in such listing, public offering or registration. The Company shall use its reasonable best efforts to include in such listing, public offering or registration any Registrable Securities thereby requested to be included by such holders of Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares (as applicable).
Foreign Registrations. The parties acknowledge that the Company may attempt to register and achieve a listing (a “TSE Registration”) of the Common Stock on the Tokyo Stock Exchange (the “TSE”). The parties further acknowledge and agree that, in connection with any TSE Registration, the time period under Section 3.11 during which the Holders may sell or otherwise transfer or dispose of any Registrable Securities will be subject to the rules and regulations of the TSE and any other governmental or quasi-governmental authority in Japan having jurisdiction over the registration and listing of the Common Stock in Japan (collectively, “Japanese Securities Laws”) and shall be the subject of a further negotiation and separate written agreement between the Company and the underwriter(s) engaged by the Company in connection with the initial TSE Registration, and subject to the written approval of Essex Woodlands Health Ventures Fund VI, L.P. (“Essex”) and Investors (other than Essex) holding a majority of the Series C Preferred Stock immediately prior to the TSE Registration (the “Investor Majority”). Any written agreement of Essex and the Investor Majority as contemplated above shall be binding on all Holders. Without limiting the generality of the foregoing, the parties hereto acknowledge that in connection with any such written agreement Essex or the Investor Majority may (but shall not be required to) condition their approval upon the Company agreeing to take such steps, if any, as are necessary or desirable to ensure that the Registrable Securities are freely tradable on the TSE after the applicable restricted period expires.
Foreign Registrations. Any registration of the Company’s shares of capital stock under the laws of any nation other than the United States for purposes of making a public offering of the Company’s capital stock in such other nation and creating a public market for the Company’s capital stock in such other nation shall be subject to the express prior written approval of the US Venture Partners IX, L.P., KPCB Holdings, Inc., PTV Sciences II, L.P. and Norwest Venture Partners XI, LP (collectively with its affiliates, “NVP”) or their affiliates which approval may be withheld in their sole discretion, for any reason.
Foreign Registrations. Logitech Trading shall, upon Storm's --------------------- reasonable request and at Storm's sole expense, provide Storm with any assistance that may be required for Storm to secure or maintain Trademark rights in a country in which Logitech Trading is distributing or marketing Products.
Foreign Registrations. In the event the Company's board of directors (the "BOARD") approves a public offering or sale of the common stock of the Company (or other securities representing, or exercisable for or convertible into, shares of common stock) pursuant to the securities laws of a country other than the United States of America, the Board shall have the power to amend this Agreement in such manner as it shall deem reasonably necessary to ensure that the provisions of this Agreement will apply in a substantial manner to any offering or sale under such foreign securities laws.
Foreign Registrations. SenesTech shall use commercially reasonable efforts to obtain foreign registrations from Canada and Mexico as described in NAFTA for ContraPest® as soon as reasonably practicable after the EPA Registration Date. SenesTech shall be responsible for all associated fees. The Canada and Mexico registrations shall be in the name of SenesTech and the sole and exclusive property of SenesTech if permitted. SenesTech shall provide Neogen with evidence of registration of ContraPest® with Canada and Mexico promptly following registration in each country. Neogen shall be responsible for determining if any additional registrations are required in Canada or Mexico (the “Additional Foreign Registrations”) and, if any are required, promptly notify SenesTech in writing. SenesTech shall be responsible for obtaining the Additional Foreign Registrations and all associated fees and expenses; provided, however, that SenesTech shall, at SenesTech’s expense, provide Neogen with any data sets reasonably required for such Additional Foreign Registrations. The parties shall confer and mutually agree in advance on whose name the Additional Foreign Registrations shall be submitted and on ownership of such Additional Foreign Registrations. SenesTech shall provide regular updates to Neogen on progress toward the Additional Foreign Registrations, as well as provide Neogen with evidence of each Additional Foreign Registration promptly following its registration. ________________________ Confidential treatment has been requested for portions of this agreement. This agreement omits the information subject to the confidential treatment request. Omissions are designated as “xxxx”. A complete version of this agreement has been submitted separately to the Securities and Exchange Commission.
