Form S-3 Registration Statement. Within thirty (30) days of the Effective Time of the Merger, Avant! shall file with the SEC a registration statement on Form S-3 to register the Avant! Common Stock issued pursuant to the Merger for resale. Avant! will, at its expense (excluding any broker fees and commissions), use its best efforts to cause such registration statement to become effective, and, subject to the provisions below, use best efforts to, keep such registration statement effective for the lesser of one (1) year or until all such shares of Avant! Common Stock have been sold. If at any time after such registration statement becomes effective, Avant! advises the holders of such Avant! Common Stock in writing that due to the existence of material information that has not been disclosed to the public and included in the registration statement it is thus necessary to amend the registration statement (including by reporting such information under the Exchange Act), the holders of such Avant! Common Stock shall suspend any further sale of Avant! Common Stock pursuant to the registration statement until the registration statement has been amended. In such event, Avant! shall use best efforts to amend the registration statement as soon as reasonably practicable and in no event later than the earlier of (i) ten (10) days after Avant! has advised the holders of such Avant! Common Stock to suspend sales (which ten (10) day period may be extended, one time only, an additional ten (10) days (the "Additional Suspension") if the Board of Directors of Avant! in its good faith judgment determines that such disclosure would be substantially detrimental to Avant!; provided, however, that Avant! shall only have the right to effect an Additional Suspension twice in any twelve (12) month period) or (ii) the commencement of any period in which directors and officers of Avant! are allowed to buy or sell Common Stock of Avant! pursuant to Avant!'s xxxxxxx xxxxxxx policy. Avant! shall not impose a suspension on the sale of Avant! Common Stock by the holders of Avant! Common Stock unless Avant!'s xxxxxxx xxxxxxx window is closed. In addition, Avant! shall use its best efforts to (i) register and qualify the Avant! Common Stock covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the holders of a majority of such Avant! Common Stock; provided that Avant! shall not be required in connection therewith or as a condition there...
Form S-3 Registration Statement. The Form S-3 shall have become effective in accordance with the provisions of the 1933 Act, and no stop order suspending the effectiveness of the Form S-3 shall have been issued by the SEC and shall remain in effect.
Form S-3 Registration Statement. In case the Company shall receive from any Requesting Holder a written request or requests that the Company effect a registration on Form S-3 or any successor form to such Form and any related qualification or compliance with respect to all or a part of the Registrable Securities held by such Requesting Holder, the Company will:
Form S-3 Registration Statement. Prior to or at the Closing Date, Commerce shall prepare and file a registration statement on Form S-3 with respect to the Commerce Common Stock issued to the "affiliates" (as defined in Rule 145 and Rule 405 adopted under the Securities Act and as set forth in Exhibit 5.14) of the Company covering the resale of the Commerce Common Stock by such affiliates of the Company. Commerce shall use its reasonable efforts to cause such registration statement on Form S-3 to be declared effective, and to keep such registration statement effective until one year following the Effective Time. To the extent any affiliate of the Company shall have requested in writing to Commerce not to be included in such registration statement, the Common Commerce Stock certificates received by such affiliate shall contain applicable legends regarding compliance with Rule 145 of the Securities Act.
Form S-3 Registration Statement. If any of the Warrants are issued to Sovereign, no later than 60 days following the receipt of written demand requiring registration of the Registrable Securities from Sovereign to Company subsequent to issuance of any Warrants, the Company will file a Registration Statement on Form S-3 (or other applicable Form) with respect to such Registrable Securities and will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the SEC.
Form S-3 Registration Statement. Subject to the limitations of Section 2.2 and each Holder’s compliance with the requirements of Section 2.4, the Company shall as soon as reasonably practicable, and in any event within three (3) business days after filing of the Company’s next Quarterly Report on Form 10-Q after the date of this Agreement, file a Form S-3 registration statement (the “Registration Statement”) under the Securities Act covering all Registrable Securities requested to be included in such registration by the Holders, as specified next to such Holder’s name on Schedule A hereto. Notwithstanding the foregoing sentence, if the Company determines in good faith and in its sole discretion that it would be materially detrimental to the Company and its shareholders for such Registration Statement to become effective, remain effective or be used for the sales of Registrable Securities because such action would (i) materially interfere with a significant acquisition, disposition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; (iii) occur during the marketing period of an underwritten financing or similar engagement with an investment bank or a non-deal roadshow; or (iv) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to the Registration Statement (including without limitation, causing the Registration Statement to become effective, remain effective or be used for the sales of Registrable Securities), and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days. The Registration Statement will include the plan of distribution attached hereto as Exhibit A. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act.
Form S-3 Registration Statement. (a) Stratos shall use its best efforts to cause the shares of Stratos Common Stock issued in the Merger (the "Registrable Securities") to be registered under the Securities Act so as to permit the resale thereof and in connection therewith shall use its best efforts to prepare and file with the SEC within thirty (30) days following the Closing Date, and shall use its best efforts to cause to become effective no later than sixty (60) days thereafter, a registration statement (the "Registration Statement") on Form S-3 or on such other form as is then available under the Securities Act covering the Registrable Securities; provided, however, that each holder of Registrable Securities ("Holder") shall provide all such information and materials to Stratos and take all such action as may be required in order to permit Stratos to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registration Statement. Such provision of information and materials is a condition precedent to the obligations of Stratos pursuant to this Section 6.10. Stratos shall not be required to effect more than one (1) registration under this Section 6.10. The offering made pursuant to such registration shall not be underwritten.
Form S-3 Registration Statement. (a) Subject to Parent's timely receipt of the Required Financial Statements, Parent shall prepare and file with the SEC, within ten (10) days following the closing, a registration statement on Form S-3 (the "Form S-3") relating to the shares of Parent Common Stock issuable with respect to the Merger pursuant to the terms and conditions of the Registration Rights Agreement.
Form S-3 Registration Statement. The Operating Partnership and the Company each meet the requirements for use of Form S-3 under the 1933
Form S-3 Registration Statement. As promptly as practicable following the Closing Date, but in no event not later than July 15, 2003, Buyer shall cause to be filed with the SEC, a Registration Statement on Form S-3 (the "Registration Statement"). Buyer shall use its reasonable best efforts to obtain the effectiveness of the Registration Statement on or before September 15, 2003 and all such qualifications and compliances as are reasonably required to permit or facilitate the sale and distribution by Seller and the shareholders of Seller identified on Schedule 5.2 attached hereto of all of the Shares (the "Resale Registration"); provided that all selling shareholders shall each provide Buyer with customary representations and warranties. Such Resale Registration shall be kept effective by Buyer until the earlier of (i) all of the shares covered thereby have been sold or (ii) one year from the date registration statement is declared effective. The obligations of this Section 5.4 shall survive the consummation of the transactions contemplated by this Agreement. Buyer acknowledges and agrees that the shareholders of Seller are third-party beneficiaries under this Section 5.3.
