Investor Registration Rights Agreement Sample Clauses

Investor Registration Rights Agreement. Contemporaneously with the execution and delivery of this Agreement the parties hereto are executing and delivering a Investor Registration Rights Agreement, substantially in the form attached hereto as Exhibit B, pursuant to which the Company shall register the Conversion Shares underlying the Series A Preferred Shares with the SEC.
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Investor Registration Rights Agreement. The Company shall register the Shares for resale by filing a Registration Statement (the “Registration Statement”) on Form SB-2, or if Form SB-2 is not available, on another appropriate form covering the Shares. The Company and the Subscribers shall enter into a Registration Rights Agreement providing that the Company will use its best efforts to file the Registration Statement as soon as reasonably practicable but on or before August 27, 2007, (the “Filing Date”), and shall use its best efforts to cause such Registration Statement to become effective within one hundred twenty (120) days after the Filing Date (the “Effectiveness Deadline”). The Company agrees to respond to any comments from the SEC within fifteen (15) days of receiving them. If the Registration Statement has not been filed by the Filing Date (the “Filing Date Requirement”), or the SEC has not declared the Registration Statement effective by the Effectiveness Deadline (the “Effective Date Requirement”), the Company will be liable to the Subscribers for partial liquidated damages, in each instance, in the amount equal to the product of (i) 0.167 and (ii) 2% of the aggregate Subscription Amounts for all of the Subscribers. The Company shall be further liable to the same extent for each subsequent 30 day period in which the Filing Date Requirement or the Effective Date Requirement, as the case may be, has not been met, subject to an overall limit of up to 15 months of partial liquidated damages. Furthermore, the Registration Statement shall cover the resale of 100% of the Registrable Securities (as defined below), including the Shares sold in the PPO, on an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if 100% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by affiliates of the Company) on the actual filing date of the initial Registration Statement, at the Company’s sole election the initial Registration Statement shall register a number of Registrable Securities which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock, and the remaining Registrable Securities shall be subject to Section 4(i). In such event, the number of Registrable Securities to be registered for each holder a...
Sample 1
Investor Registration Rights Agreement a. The Scheduled Filing Deadline (as defined in Section 2(a) of the Registration Rights Agreement) shall be amended to mean February 10, 2006.
Sample 1
Investor Registration Rights Agreement. By their execution of this Agreement, the undersigned parties consent to the termination of that certain Investor Restated Registration Rights Agreement dated as of November 2, 2006 by and among the Company and the parties thereto, as currently in effect (the “Investor Registration Rights Agreement”), and acknowledge and agree that they and each of the other parties thereto have no remaining rights under the Investor Registration Rights Agreement, and that the Investor Registration Rights Agreement is hereby irrevocably terminated and shall be of no further force or effect.
Sample 1
Investor Registration Rights Agreement. The parties shall enter into an investor registration rights agreement substantially on the terms and conditions contained in the form of the agreement attached hereto as Exhibit "E".
Sample 1

Related to Investor Registration Rights Agreement

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

  • Registration Rights Agreements As a further inducement for the Purchaser to purchase the Private Placement Shares, at the time of the completion of the IPO, the Company and the Purchaser shall enter into a registration rights agreement, substantially in the form of Exhibit B hereto, pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • The Registration Rights Agreement The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Rights Agreement The Company has entered into a rights agreement with respect to the Rights included the Units and the Placement Units with CST substantially in the form filed as an exhibit to the Registration Statement (“Rights Agreement”).

  • Amendment to Registration Rights Agreement (a) Section 1(a) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Registration Agreement The holder of this Exchangeable Note is entitled to the benefits of a Registration Agreement, dated as of March 25, 2002, by and among the Company, Navistar and the Initial Purchasers (the "Registration Agreement"). Pursuant to the Registration Agreement, the Company and Navistar have agreed for the benefit of the holders of the Exchangeable Notes and the Common Stock issued and issuable upon exchange of the Exchangeable Notes, that (i) they will, at their cost, within 90 days after the Issue Date, file a shelf registration statement (the "Shelf Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to resales of the Exchangeable Notes and the Common Stock issuable upon exchange thereof, (ii) the Company and Navistar will use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission under the Securities Act within 210 days after the Issue Date and (iii) the Company and Navistar will use their reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest of (1) the latest of the second anniversary of (a) the Issue Date, (b) the last date on which any Exchangeable Notes are issued upon exercise of the Initial Purchasers' over-allotment option or (c) the last date on which any unregistered Navistar Common Stock is issued or issuable in exchange for Exchangeable Notes; (2) the date on which the Exchangeable Notes and the unregistered Common Stock issuable upon their exchange may be sold by non-affiliates of Navistar and Navistar Financial pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Securities Act; (3) the date as of which all the Exchangeable Notes and the Common Stock issuable upon their exchange have been sold under Rule 144 under the Securities Act (or any similar provision then in force) or (4) the date as of which all the Exchangeable Notes or the Common Stock issuable upon their exchange have been sold pursuant to the Shelf Registration. If the Shelf Registration Statement (i) is not filed with the Commission on or prior to 90 days, or has not been declared effective by the Commission within 210 days, after the Issue Date or (ii) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or cease to be usable (including, without limitation, as a result of a Suspension Period as defined below) for the offer and sale of Transfer Restricted Securities (as defined below) for a period of time (including any Suspension Period) which shall exceed 60 days in the aggregate in any 12-month period during the period beginning on the Issue Date and ending on the second anniversary of the latest of (a) the Issue Date, (b) the second anniversary of the last date on which any Exchangeable Notes are issued upon exercise of the Initial Purchasers' over-allotment option and (c) the last date on which any unregistered Navistar Common Stock is issued or issuable in exchange for the Exchange Notes (each such event referred to in clauses (i) and (ii) being referred to herein as a "Registration Default"), the Company will pay liquidated damages to each holder of Transfer Restricted Securities that are Exchangeable Notes and Navistar will pay liquidated damages to each holder of Transfer Restricted Securities that are Common Stock (together, "Liquidated Damages") which has complied with its obligations under the Registration Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 principal amount of Exchangeable Notes and $2.50 per annum per 17.944 shares of Common Stock (subject to adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Exchangeable Notes and $5.00 per annum per 17.944 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which such Registration Default has occurred and is continuing. All accrued Liquidated Damages will be paid by check on each Damages Payment Date (as defined in the Registration Agreement), and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of a Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default.

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