Obligation to Register. The Company agrees to use its best efforts to file with the Commission no later than December 31, 2001, a registration statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act covering all of the Shares. Such registration statement shall be on Form S-3 under the Securities Act, if such Form is then available for use by the Company, or another appropriate form that is available to the Company permitting registration of such Shares for resale by the holders of Convertible Notes or Shares ("Holders") in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities to be offered for sale by the Company to be included in such registration statement. The Company shall use its best efforts to cause such registration statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, and, subject to applicable laws, rules and orders, to keep such registration statement continuously effective under the Securities Act for five years after the Closing date, or such shorter period ending when there cease to be outstanding any Shares or Convertible Notes held by the Holders. Notwithstanding the foregoing, the Holders acknowledge that in connection with the Company's contemplated acquisition strategy, the Company may file a registration statement relating to shares of Common Stock to be issued in connection with such acquisition. In such event, if the Board of Directors of the Company reasonably determines that the Company will be filing a registration statement under the Securities Act in connection with an acquisition, then any registration statement required to be filed by this Section 13.2 or Section 13.3 hereof may be temporarily delayed at the discretion of the Company's Board of Directors, and the Shares which would have been otherwise included in such registration statement shall be included in the Company's registration statement to be filed in connection with the contemplated acquisition, so that the Company would not be required to file more than one registration statement in any consecutive six-month period; provided, however, that the provisions of this sentence shall not be applicable, and the Company shall not be permitted to delay the filing of a registration statement registering the Shares, in the event that the Company proposes, in connec...
Obligation to Register. Grantee acknowledges and agrees that the Company does not have any present intention and is under no obligation to register the Option Shares under the Securities and Exchange Act of 1933 or applicable state securities laws.
Obligation to Register. The Supplier shall ensure that it is Registered in respect of each Supply Point prior to the Earliest Supply Start Date for that Supply Point.
Obligation to Register. If a class of the Company's equity securities is not otherwise registered pursuant to Section 12(d) or Sections 12(g)(1)(A) or (B) of the Exchange Act, the Company shall (a) use its best efforts to register the Class A Common Stock, on a voluntary basis, with the Commission pursuant to Section 12(g) of the Exchange Act and to have such registration declared effective as soon as possible after the date hereof, and (b) file all periodic and other reports and filings required to be filed by issuers with a class of equity securities registered under Sections 12(d) or (g) of the Exchange Act.
Obligation to Register. WMGC shall use its best efforts to register the Common Stock to be issued hereunder, and the Common Stock issuable upon exercise of the Option, on Form S-8 to permit the resale of the Common Stock by Rametra (the "Registration Statement"). In addition, WMGC shall:
4.1.1 furnish to Rametra, without charge, as many copies of the Registration Statement, the Prospectus and any amendment or supplement thereto as they may reasonably request;
4.1.2 use its best efforts to comply with all applicable Federal and state regulations, and take such other action as may be reasonably necessary or advisable to enable Rametra to consummate the sale or disposition in such jurisdictions or jurisdictions in which Rametra shall have requested that the Common Stock be sold; PROVIDED that WMGC shall not be required (i) to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be obligated to be so qualified, (ii) to subject itself to taxation in any such jurisdiction solely by reason of such registration or qualification or (iii) to consent to general service of process in any jurisdiction.
4.1.3 Except as otherwise provided in this Agreement, WMGC shall have sole control in connection with the preparation, filing, withdrawal, amendment or supplementing of the Registration Statement, and may include within the coverage thereof additional shares of Common Stock or other securities for the account of one or more of its other security holders.
4.1.4 Rametra shall furnish to WMGC such information regarding the distribution of the Common Stock and such other information as may otherwise be required by the Securities Act to be included in the Registration Statement.
Obligation to Register. If the Company determines, in its discretion, to register any of its securities under the Securities Act in connection with the public offering of such securities for cash, either for its own account or the account of a security holder on a form in which the Registrable Securities may be included, other than (i) a registration relating to employee stock option, stock purchase or other benefit plans, (ii) a registration relating to Rule 145 of the Securities Act or similar transaction, or (iii) a registration on any form that does not include substantially the same information as could be required to be included in a registration statement covering the sale of Registrable Securities, the Company will (i) promptly give to each Holder written notice thereof; and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within twenty (20) days after mailing of written notice by the Company, by any Holder, except as set forth in Section 2.2 below.
Obligation to Register. Subject to the conditions of this Section 3.1, if the Company shall receive at any time a written request from the Holders of more than fifty percent (50%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public in excess of $10,000,000 (excluding underwriting discounts and commissions), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders and subject to the limitations of this Section 3.1, shall use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered.
Obligation to Register. The Company and the Shareholders shall ensure that the Directors register a Transfer of Shares to a person in the event that Clause 4.1 is satisfied in respect of the Transfer of Shares to that person.
Obligation to Register. (a) If the Company proposes to register any of its shares of Common Stock under the Securities Act (other than any registration for the account of the Company of securities issued pursuant to any employee benefit plan or in any acquisition by the Company), the Company will include in such registration all Registrable Securities requested to be so included
Obligation to Register. 46 SECTION 4.08. Brokers...................................................................................46 SECTION 4.09. Tax Withholding...........................................................................46
