Immediate Registration Sample Clauses

Immediate Registration. Concurrently herewith, the Company shall issue to the Purchasers immediate registration rights for the Common Shares issued hereby, and for the Warrant issued hereby, pursuant to a Grant of Registration Rights executed concurrently herewith.
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Immediate Registration. (a) The Company agrees that within 45 days of the Closing Date, it will cause to be registered under the Securities Act of 1933, as amended (the "Act"), on Form S-3, or any other similar form then in effect, a "shelf" registration statement (the "Shelf Registration") with respect to all of the shares of Common Stock then owned by the Fund, including the shares of Common Stock issuable upon exercise of the Warrants (the "Shares"), and in the event that the Company no longer qualifies to register the Shares on Form S-3, the Company shall file, on demand, one or more successive registration statements on Form S-1. The Company agrees that it will use its best efforts to cause any registration statement filed pursuant to this Section 1 to become effective as soon as practicable after Closing. With respect to any registration statement filed pursuant to this Section 1, if the Fund desires to distribute the shares in an underwritten offering, the managing underwriter or underwriters shall be selected by the Fund, subject to the approval by the Company, which approval shall not be unreasonably withheld or delayed, and the Company agrees to enter into an underwriting agreement in customary form with such underwriters. (b) Notwithstanding the effectiveness of any Registration Statement filed pursuant to this Section 1, the Fund agrees that it will not publicly offer the Shares for sale for a period of one year from the Closing Date, provided that this limitation shall not apply to any sales by the Fund pursuant to any underwritten offering by the Company or any stockholder of the Company, other than the Fund or any sale in connection with a tender or exchange offer, merger or similar transaction.
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Immediate Registration. (i) The Company shall file with the Securities and Exchange Commission (the "Commission"), no later than (A) 120 days following completion of the Private Placement (the "Closing Date"), a registration statement registering for resale all of the Registerable Securities held by each Rightsholder: provided that such Rightsholder completes, dates, signs and returns a questionnaire (a "SELLING SECURITYHOLDER QUESTIONNAIRE") providing information concerning, among other matters, such Rightsholder, such Rightsholder's equity ownership in the Company and such Rigthsholder's plan of distribution of the Rightsholder's Registerable Securities no later than ten days following the distribution of a Selling Securityholder Questionnaire to such Righsholder. The Company shall use its best efforts to cause such registration statement to be declared effective by the Commission as promptly following the filing of such registration statement as is commercially reasonable. The Company shall provide the Selling Securityholder Questionnaire to each Rightholder promptly following the Closing Date. (ii) Registration Expenses (as defined in Paragraph 6(e) hereof) in connection with the registration required under Paragraph 6(b)(i) above, subject to the provisions of Section 6(e), shall be borne by the Company, but the Company shall not be responsible for the payment of any underwriter's discount, commission or selling concession expenses in connection with any of the Registerable Securities.
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Immediate Registration. Within thirty (30) days after the Closing Date, the Company shall file a registration statement covering the Registrable Securities on Form S-1 or Form S-3, as appropriate, under the Act, or a similar document pursuant to any other statute then in effect corresponding to the Act, and shall use its best efforts to effect, within ninety (90) days of the Closing, the effectiveness of the Registration Statement and the registration under the Act of all Registrable Securities.
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Immediate Registration. The Company shall as promptly as practicable, but in no event later than forty-five (45) calendar days from the date hereof, file a "shelf" Registration Statement pursuant to Rule 415 under the Securities Act to permit the resale of the Purchased Shares, the Warrant Exchange Shares, the Warrant Shares and an additional Six Million (6,000,000) shares of Common Stock that may be issued from time to time pursuant to the Investment Agreement. The Company shall use its best efforts to cause such Registration Statement to become effective as promptly as practicable, but in no event later than ninety (90) days from the date of this Agreement; provided, however, that the Company shall not be required to file its report on Form 10-K for the year ended December 31, 1998 prior to March 31, 1999. In any event and notwithstanding anything to the contrary in this Agreement, the Company shall file the Registration Statement no later than the date it files any registration statement with respect to the sale of shares on its own behalf or on behalf of any other Person and shall seek effectiveness of the Registration Statement concurrent with any other registration statement.
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Immediate Registration. Subject to the provisions of Sections 3 and 4 hereof, the Company shall prepare and file a Registration Statement with the SEC within fifteen (15) business days after the Closing Date of the transactions contemplated by the Purchase Agreement; provided, however, that such registration statement need not be filed until five (5) business days after all persons having the right to include shares therein have provided the Company with all information reasonably requested by the Company in connection with such registration. The Registration Statement required by this Section 2 (b) shall cover a number of Registrable Securities of Investor equal to the number of Closing Shares issued at the Closing of the transactions contemplated by the Purchase Agreement, plus an equal number of Additional Shares. In the event the Company becomes obligated to issue a number of Additional Shares in excess of the number covered by such Registration Statement, the Company shall either amend the Registration Statement to cover the extra Additional Shares or file a new Registration Statement to cover the extra Additional Shares. Such amendment or new Registration Statement shall be filed a number of days after the issuance of such Additional Shares as the first Registration Statement is required to be filed after the Closing Date of the transactions contemplated by the Purchase Agreement.
Sample 1
Immediate Registration. The Company shall use its reasonable best efforts to prepare and cause to be filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form F-3 or any other applicable short-form registration statement relating to the sale by the Holders of all Registrable Securities (the "First Immediate Registration Statement"), which First Immediate Registration Statement shall be filed at such time as GE and the Company reasonably agree will allow the Company in using its reasonable best efforts to cause such First Immediate Registration Statement to be declared effective by the Commission on the Closing Date or as soon as reasonably practicable thereafter. The Company shall promptly notify GE of such effectiveness. The Company shall keep such First Immediate Registration Statement effective until the Holders, using all reasonable practical and diligent efforts, are able to effect the transfer of their Registrable Securities to certain of their Affiliates. The Company shall reasonably cooperate with the Holders in enabling them to effect such transfers, which transfers shall (a) solely be made to one or more Affiliates of GE and (b) comply in all respects with the terms of the Shareholders Agreement. GE shall immediately notify the Company of the completion of the relevant transfers. The Company shall have the right to withdraw the effectiveness of the First Immediate Registration Statement (x) at any time from and after receipt of the notification described in the preceding sentence from GE and (y) at any time (following notice from the Company to GE of the effectiveness of the First Immediate Registration Statement) that the Holders are not using all reasonable practical and diligent efforts to effect the transfer of their Registrable Securities (provided that GE shall be deemed not to be using all reasonable practical and diligent efforts to effect such transfer if, without limitation, GE shall not have sent its written request to the transfer agent with respect to the transfer of the Registrable Securities and taken all such other steps reasonably in its control in order to effect the transfer of Registrable Securities within ten (10) business days of being notified by the Company of the effectiveness of the First Immediate Registration Statement). If following the date hereof (i) the Company issues or proposes to issue Contingent Shares to any of the Holders or (ii) GE's counsel advises GE that it is reasonably necessary or a...
Sample 1
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Immediate Registration. The Company shall use its best efforts to file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-1 or Form SB-2 or any other legally available form for such registration, covering the sale by the Holder of all of the Registrable Securities as soon as practicable after the date hereof, but in no event more than ninety (90) days thereafter (the "Initial Registration Form"). Thereafter, the Company shall diligently prosecute the Initial Registration Form to effectiveness and thereupon shall keep it effective for a period extending until nine (9) months after the expiration of the term of the Warrants.
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Immediate Registration 
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Related to Immediate Registration

  • Certificate Registration Except in the event the Exercise Price is paid by means of a Cashless Exercise, the certificate for the shares as to which the Option is exercised shall be registered in the name of the Optionee, or, if applicable, in the names of the heirs of the Optionee.

  • Resale Registration On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" 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 SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its 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 prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

  • No Certificate; Registration; Registration of Transfer; Change of Address (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions set forth in Section 3.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate). Upon receipt of such written notice, the CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agent, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights and entitling the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transfer. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

  • State Registration Fees All fees and expenses of taking required action to permit the offer and sale of the Fund 's shares under securities laws of various states or jurisdictions, and of registration and qualification of the Fund under all other laws applicable to the Trust or its business activities (including registering the Trust as a broker-dealer, or any officer of the Trust or any person as agent or salesperson of the Trust in any state).

  • Effective Registration Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

  • Company Registration If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • Initial Registration The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

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  • Effective Registration Statement The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC or any other Governmental Authority.

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