Immediate Registration Sample Clauses

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.

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.

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.

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.

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.

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.

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...

Immediate Registration