Common use of Initial Mandatory Registration Clause in Contracts

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the Closing Date (as defined in the Amendment and Exchange Agreements) (the "INITIAL FILING DEADLINE"), file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the sum of (I) the product of (x) 1.30 and (y) the number of Initial Conversion Shares issued or issuable upon conversion of the Initial Preferred Shares and (II) the product of (x) 1.25 and (y) the number of Warrant Shares issued or issuable upon exercise of the Warrants, in each case calculated as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 120 days after the Closing Date (the "INITIAL EFFECTIVENESS DEADLINE).

Appears in 1 contract

Samples: Registration Rights Agreement (Midway Games Inc)

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Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 45 days after the Initial Closing Date (as defined in the Amendment and Exchange AgreementsSecurities Purchase Agreement) (the "INITIAL FILING DEADLINE"), file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the sum of (I) the product of (x) 1.30 1.50 and (y) the number of Initial Conversion Shares issued or issuable upon conversion of the Initial Preferred Shares and (II) the product of (x) 1.25 and (y) the number of Warrant Shares issued or issuable upon exercise of the Warrants, in each case calculated as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 120 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE).

Appears in 1 contract

Samples: Registration Rights Agreement (Midway Games Inc)

Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 45 days after the Initial Closing Date (as defined in the Amendment and Exchange Agreements) (the "INITIAL FILING DEADLINE"Securities Purchase Agreement), file with the SEC the an Initial Registration Statement or Initial Registration Statements (as is necessary) on Form S-3 SB-2 covering only the resale of all of the Registrable Securities issuable pursuant to the Initial Registrable SecuritiesPreferred Shares, the Initial Warrant, the Mandatory Preferred Shares and the Mandatory Warrants (the "INITIAL REGISTRABLE SECURITIES"). In the event that Form S-3 SB-2 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(e). The Initial Any initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the sum of (I) the product of (x) 1.30 2.0 and (y) the number of Initial Conversion Shares issued or issuable upon conversion of the Initial Preferred Shares and (II) the product of (x) 1.25 and (y) the number of Warrant Shares issued or issuable upon exercise of the Warrants, in each case calculated Registrable Securities as of the trading day date immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f3(b). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 120 90 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINE)Date.

Appears in 1 contract

Samples: Registration Rights Agreement (Goodnoise Corp)

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Initial Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 30 45 days after the Initial Closing Date (as defined in the Amendment and Exchange AgreementsSecurities Purchase Agreement) (the "INITIAL FILING DEADLINEInitial Filing Deadline"), file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the sum of (I) the product of (x) 1.30 2.00 and (y) the number of Initial Conversion Shares issued or issuable upon conversion of the Initial Preferred Shares and (II) the product of (x) 1.25 and (y) the number of Warrant Shares issued or issuable upon exercise of the Warrants, in each case calculated as of the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 120 days after the Initial Closing Date (the "INITIAL EFFECTIVENESS DEADLINEInitial Effectiveness Deadline").

Appears in 1 contract

Samples: Registration Rights Agreement (Midway Games Inc)

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