Mandatory Registration Rights. Upon receipt of written demand by Duratech Shareholders who in the aggregate hold not less than twenty-five percent (25%) of the shares of common stock UpSnap then outstanding and who propose to register securities, UpSnap shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, file with the SEC a registration statement or registration statements (as is necessary) under the Securities Act covering the resale of all of the such shares. UpSnap shall use its best efforts to have the registration statement declared effective by the SEC as soon as practicable, but in no event later than 120 calendar days after the date notice is received. Notwithstanding the foregoing, UpSnap shall not be obligated to effect any registration pursuant to Section 6.08 (i) any earlier than 60 calendar days after the filing with the Commission of UpSnap’s annual report on Form 10-K for the fiscal year ended 2008, (ii) after UpSnap has effected one (1) such registration pursuant to this Section 6.08(a) and such registration has been declared or ordered effective, (iii) if in the good faith judgment of the board of directors of UpSnap, such registration would be seriously detrimental to UpSnap and the board of directors concludes, as a result, that it is essential to defer the filing of such registration statement at such time, (iv) or if all shares requested to be included in the registration may be publicly sold without any restriction under the Securities Act.
Mandatory Registration Rights. (a) As set forth in Section 4 hereof, the Company agrees to file with the Commission on or before June 30, 2008 a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”). The Company shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter, and, for this purpose, the Company shall be entitled to consider the advice of the managing underwriter(s) of a public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the public offering. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Securities.
Mandatory Registration Rights. (a) No later than the earlier of (i) the successful completion currently contemplated public offering pursuant to which Ladenburg Xxxxxxxx will serve as an underwriter thereof. (ii) or six (6) months from the date of issuance of the shares, the Company will prepare and file with the SEC a registration statement on Form S-1 (or, if Form S-1 is not then available to the Company, on such form of registration statement that is then available to effect a registration of all Registrable Securities for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Purchasers as selling stockholders thereunder (the “Registration Statement”). The Registration Statement shall permit the Purchasers to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 415), any shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of common stock, any request by Purchasers pursuant to this Section 4 to register Registrable Securities shall specify that such Registrable Securities is to be included in the underwriting on the same terms and conditions as the shares of common stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is an underwritten offering of securities of the Company at the request of Purchasers pursuant to a registration covering Registrable Securities and a selling Purchaser does not elect to sell his, her or its Registrable Securities to the underwriters of the Company’s securities in connection with such offering, such Purchaser shall refrain from selling such Registrable Securities not registered pursuant to this Section 5 during the period of distribution of the Company’s securities by such underwriters.. In the event that such Registration Statement is not filed within the period provided under this Section, the Company shall pay an amount in cash or registered Common Stock (at the Company’s sole discretion) to each Purchaser, as partial liquidated damages a...
Mandatory Registration Rights. The Company shall prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Purchaser and the provisions of Section 2(e), which consent will not be withheld, covering the resale the Registrable Securities, or shall include such Registrable Securities in an open Registration Statement of the Company. The Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Purchased Convertible Notes or the exercise of the Purchaser Warrants to prevent dilution resulting from stock splits, stock dividends, or similar transactions. Such Registration Statement shall initially register for resale at least 100% of the Purchaser Common Shares and the Purchaser Warrant Shares, subject to adjustment as provided in Section 3(b) hereof, and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall (use best efforts to) have the Registration Statement declared effective by the SEC by the Effective Deadline. The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. Such Registration Statement shall be kept current and effective for a period of twelve (12) months from the Effective Date.
Mandatory Registration Rights. At any time after the expiration of the restrictions set forth in Section 3 of the Underwriting Agreement (the "Underwriting Agreement"), dated , 2011, by and among Lone Pine and the Underwriters party thereto (the "Lock-up Expiration Date"), Forest may demand that Lone Pine (a) file with the Commission one or more shelf or other registration statements on Form S-1 or such other form under the Securities Act then available to Lone Pine providing for the resale by Forest of all or a portion of the Registrable Shares in one or more separate public offerings or from time to time pursuant to Rule 415 of the Securities Act (including the Prospectus, any amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in any such registration statement, the "Mandatory Registration Statement"); and/or (b) file in one or more Eligible Jurisdictions one or more base shelf prospectuses under NI 44-102 (including, as applicable, such other documents comprising the Canadian Prospectus of which the base shelf prospectus is a part, a "Mandatory Canadian Shelf Prospectus") qualifying the Registrable Shares for public distribution in each such Eligible Jurisdiction. If Lone Pine has an effective Mandatory Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, Lone Pine shall promptly give notice of such eligibility to Forest and may, in its sole discretion, convert such Mandatory Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless Forest notifies Lone Pine within 10 Business Days of receipt of the Lone Pine notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case Lone Pine will delay the conversion of the Mandatory Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate.
Mandatory Registration Rights. The Issuer is required to register the common shares of the Issuer into which the Note is convertible and the common shares of the Issuer for which the Warrant is exercisable, as set forth in Registration Rights Agreement RR-06132016 between the Issuer and the Investor.
Mandatory Registration Rights. Upon receipt of written demand by the Ren Shareholder on one occasion only, FitMedia shall prepare, and, as soon as practicable but in no event later than 60 calendar days after the date of such notice, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or if such form is unavailable, such other form as is available for registration) covering the resale of all of the Shares. FitMedia shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than 120 calendar days after the date notice is received.
Mandatory Registration Rights. At any time after the expiration of the restrictions set forth in Section of that certain Underwriting Agreement (the “Underwriting Agreement”), dated , 2011, by and among Enova, Parent and the Underwriters party thereto (the “Lock-up Expiration Date”), Parent may demand that Enova file with the Commission one or more shelf or other registration statements on Form S-1 or such other form under the Securities Act then available to Enova providing for the resale by Parent of all or a portion of the Registrable Shares in one or more separate public offerings or from time to time pursuant to Rule 415 of the Securities Act (including the Prospectus, any amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in any such registration statement, the “Mandatory Registration Statement”).
Mandatory Registration Rights. If, at any time during the Effectiveness Period, (i) any Registrable Shares are not able to be resold pursuant to an effective Registration Statement and (ii) the Company shall receive from any one or more Investors (including for this purpose its or their Affiliates) who holds (or who together hold) at least twenty-five percent (25%) of the then outstanding Registrable Shares a written request or requests (a “DEMAND NOTICE”) that the Company effect a registration (a “DEMAND REGISTRATION “), with respect to all or a part of the Registrable Shares owned by such Investor(s), then the Company will promptly (and in any event within three (3) Business Days) give written notice of the proposed registration and the Investor’s or Investors’ request therefor to all other Investors, and use commercially reasonable efforts to effect such registration, as soon as practicable and in any event within thirty (30) days, of all or such portion of such Investors’ Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Investor or Investors joining in such request as are specified in a written request given by such other Investor or Investors within ten (10) Business Days after receipt of such written notice from the Company; provided, however, that the Company may temporarily suspend the use of such registration statement for the same reasons and on the same terms as described in Section 2(b) above. The Company shall not be required to effect more than three (3) registrations pursuant to this Section 2A(a) during any consecutive twelve (12) month period.
3. “PIGGYBACK REGISTRATION”.
(a) If at any time during the Effectiveness Period any Registrable Shares are not able to be resold pursuant to an effective Registration Statement, and the Company proposes to register any of its Common Stock under the Securities Act, whether as a result of an offering for its own account or the account of others (but excluding any registrations to be effected on Forms S-4 or S-8 or other applicable successor Forms), on a Registration Statement that is to be filed prior to the expiration of the Effectiveness Period, the Company shall, each such time, give to the Investors twenty (20) days’ prior written notice of its intent to do so, and such notice shall describe the proposed registration and shall offer such Investors the opportunity to include in such Registration Statement such number of Registrable Shares as each such In...
Mandatory Registration Rights. The Company will use its best efforts to file with the Securities and Exchange Commission (the "COMMISSION") and to cause to become effective no later than that date which is 270 days from the Final Closing (such day is referred to herein as the "EFFECTIVE DATE"), a registration statement (the "INITIAL REGISTRATION STATEMENT") under the Act for the offering and sale of the Registrable Securities and the securities registrable pursuant to Section 2(a) of the Registration Rights Agreement, dated September 4, 1996, by and among the Company and certain purchasers of Units of the Company (the "PURCHASER REGISTRATION RIGHTS AGREEMENT"). The Company shall use its best efforts to keep such Initial Registration Statement effective for the period required under the Purchaser Registration Rights Agreement.
