Mandatory Registration Sample Clauses

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided that such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC; provided further that if Form S-3 is unavailable for such a registration, the Company shall use such other form as is required by Section 2(c). Such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days from the date of Closing (as defined in the Securities Purchase Agreement) (the "FILING DATE"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities underlying the Notes and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Notes and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than an amount equal to two (2) times the sum of the number of Conversion Shares that are then issuable upon conversion of the Notes and Additional Notes (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time), and the number of Warrant Shares that are then issuable upon exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Notes or exercise the Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Notes and upon exercise of the Warrants.

Mandatory Registration. (i) The Company shall prepare, and on or prior to the Filing Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Buyers, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional Common Shares as may become issuable upon conversion of or otherwise pursuant to the Convertible Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of Common Shares initially included in such Registration Statement shall be no less than the aggregate number of Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Convertible Notes, without regard to any limitation on the Buyers’ ability to convert the Convertible Notes. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Buyers and their counsel prior to its filing or other submission. (ii) If for any reason the SEC does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration Statement shall register only the Registrable Securities and no other securities of the Company. Except as provided herein, the Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Permitted Delays (as defined below) and Section 3(e), the Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration Period”). Except as contemplated in Section 3(e), and except with respect to the information furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Mandatory Registration. (a) Registration is mandatory : (i) On or prior to the issuance of the Debentures pursuant to the Line of Credit Agreement, the Company shall have caused a Registration Statement covering the resale of the Registrable Securities issuable upon the conversion of the Debentures to be declared effective and the Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. The Registration Statement shall cover no less than the number of shares of Common Stock issuable upon the conversion of all outstanding Debentures based upon the Bid Price of the Common Stock upon the date of the initial filing with the SEC. (ii) In the event that the Registration Statement does not at any time cover the requisite number of Registrable Securities, as provided in 2.01 (a) (i), the Company shall prepare and file with the Commission, no later than thirty (30) days after such date, a Registration Statement covering the number of shares of Common Stock, as provided in 2.01 (a) (i). If at any time the number of shares of Common Stock into which the Debentures may be converted exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within thirty (30) days after receipt of a written notice from the Investor, either (a) amend the Registration Statement filed by the Company pursuant to the preceding sentence, if such Registration Statement has not been declared effective but the Commission at the time, to register additional shares of Common Stock into which the Debentures as provided above may be converted, or (b) if such Registration Statement has been declared effective by the Commission at that time, file with the Commission an additional Registration Statement to register such additional shares of Common Stock. (b) In the event that the Registration Statement referred to in Section 2.01 (a) (i) does not cover the requisite number of Registrable Securities, as provided in Section 2.01 (a) (i), then the Company shall pay to the Investor an amount equal to two 2% percent of the principal amount and the accrued interest on the Debentures (the "Outstanding Amount") for each month or portion thereof and continuing each amount month thereafter until the date the Registration Statement is declared effective by the Commission (the "2.01 (a)

Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holder at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

Mandatory Registration. (a) If, at anytime after June 30, 2006, any Conversion Shares shall not have been registered by DynTek pursuant to Section 5.1 hereof, then Holder shall have the right by delivery of notice to DynTek, to request that DynTek effect a registration statement on Form S-1, or other form then available to DynTek under applicable SEC rules and regulations (the “Additional Registration Statement”), covering the resale of all of the Registrable Shares. The date on which DynTek receives such notice is referred to herein as the “Demand Date.” DynTek shall use its commercially reasonable efforts to cause such Additional Registration Statement to be filed under the Securities Act as promptly as practicable after receipt of notice of such demand, but in any event prior to 30 days following the Demand Date and to cause such Additional Registration Statement to be declared effective under the Securities Act as promptly as practicable, but in any event prior to 90 days following the Demand Date (the “Demand Effective Date”). (b) DynTek shall use its commercially reasonable efforts to keep each Additional Registration Statement effective (pursuant to Rule 415, if available) at all times until such date as is the earlier of (i) the date on which all of the Registrable Shares have been sold and (ii) the date on which the Registrable Shares (in the opinion of counsel to Holder and reasonably acceptable to legal counsel for DynTek) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the “New Registration Period”). (c) If the Registrable Shares are registered for resale under the Securities Act, Holder shall cease any distribution of such shares under the Additional Registration Statement not more than once in any 12-month period, for up to 30 days, upon the request of DynTek if: (x) such distribution would require the public disclosure of material non-public information concerning any transaction or negotiations involving DynTek or any of its affiliates that, in the good faith judgment of DynTek’s Board of Directors, would materially interfere with such transaction or negotiations, (y) such distribution would otherwise require premature disclosure of information that, in the good faith judgment of DynTek’s Board of Directors, would adversely affect or otherwise be detrimental to DynTek or (z) DynTek proposes to file a registration statement under the Securities...

Mandatory Registration. The Company shall prepare, and, as soon as practicable after the Initial Closing Date but in no event later than the earlier to occur of (i) forty-five (45) days after the Company obtains the Stockholder Approval (as defined in the Securities Purchase Agreement) and (ii) March 3, 2008, file with the SEC the Initial Registration Statement on Form S-3, if available, covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable to the Company for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the requirements 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 Initial Required Registration Amount determined as of the date such Initial Registration Statement is initially filed with the SEC. The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders or the SEC) the "Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit 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 Initial Effectiveness Deadline. By 9:30 am on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.

Mandatory Registration. The Company shall prepare and file with the SEC a Registration Statement on Form ▇-▇, ▇▇-▇ or on such other form as is available. The Company shall cause such Registration Statement to be declared effective by the SEC prior to the first sale to the Investor of the Company's Common Stock pursuant to the Standby Equity Distribution Agreement.