Obligation to Register Shares Sample Clauses

Obligation to Register Shares a. As promptly as practicable after the Closing Date, the Company will prepare and file with the SEC a "shelf" registration statement on Form S-3 (the "Registration Statement") registering resales of Shares on a continuous basis pursuant to Rule 415 under the Securities Act in transactions on any securities exchanges or securities quotation systems on which the Common Stock may be eligible for trading, in negotiated transactions, in transactions involving principals or brokers, in a combination of those methods of sale or by any other lawful means. b. The Company will use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible, and in any event not later than the 90th day after the Closing Date (the "Required Effectiveness Date"), and will use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of the date that all the Shares have been sold and may be resold to the public without registration under the Securities Act or the date that all the Shares can be sold to the public under Rule 144(k) (the "Effectiveness Period").
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Obligation to Register Shares. Subject to compliance with Rule 415, the Company shall use commercially reasonable efforts to file a registration statement to register the Shares under the Securities Act, and other applicable laws, by March 31, 2011. Upon receipt of declaration from the Securities and Exchange Commission that the registration statement is effective, the Subscriber will be free to dispose of his shares in accordance with the registration statement.
Sample 1
Obligation to Register Shares. The obligations of the Buyer to fund according to Section 4.2 shall be conditioned on the Company filing a registration statement in accordance with Section 1.5 of this Agreement, with the SEC for not less than the total authorized shares of the Company on or before November 1, 2021.
Sample 1
Obligation to Register Shares. If an event has occurred which would permit the Consultant to exercise the Options and purchase the Shares, the Consultant has the right to demand registration of the Shares when issued. In addition, if Option Shares have been exercised but not yet registered, the Consultant shall have piggy back registration rights to require the Shares which have been issued be registered in the event the Company is filing any other registration statement to register any other shares of stock of the Company.
Sample 1
Obligation to Register Shares. “The Company shall use its best efforts to prepare and, as expeditiously as possible, file with the SEC a Registration Statement which covers the resale by the Buyers of (A) a number of shares of Common Stock equal to the maximum number of Conversion Shares issuable upon conversion of the Notes, and (B) a number of shares of Common Stock equal to the number of Warrant Shares issuable upon exercise of the Warrants and the Additional Warrants, in each such case as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Notes or exercise of the Warrants and the Additional Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions.”;
Sample 1

Related to Obligation to Register Shares

  • No Obligation to Register The Company shall be under no obligation to register the Restricted Shares pursuant to the Securities Act or any other federal or state securities laws.

  • Other Commitments to Register Securities Except as set forth in this Agreement, the Company is not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the Act any of its presently outstanding securities or any of its securities which may hereafter be issued.

  • Company’s Refusal to Register Transfer of the Securities The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Assignability of Registration Rights Except as provided in Section 8.11, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Party to this Agreement.

  • NO ASSIGNMENT OF REGISTRATION RIGHTS The rights under this Agreement shall not be assignable.

  • Transfer of Registration Rights (a) A Holder may transfer all or any portion of its rights under this Agreement to any transferee of Registrable Securities that represent (assuming the conversion, exchange or exercise of all Registrable Securities so transferred that are convertible into or exercisable or exchangeable for the Company's Voting Stock) at least 20% of the then issued and outstanding Voting Stock of the Company (each, a "Permitted Transferee"); provided, however, that (i) with respect to any transferee of less than a majority but more than 30% of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than two occasions, and (ii) with respect to any transferee of 30% or less of the then issued and outstanding Voting Stock, the Company shall not be obligated to file a registration statement pursuant to a registration request made by such transferee pursuant to Section 2 hereof on more than one occasion. No transfer of registration rights pursuant to this Section shall be effective unless the Company has received written notice from the Holder of an intention to transfer at least 20 days prior to the Holder's entering into a binding agreement to transfer Registrable Securities (10 days in the event of an unsolicited offer). Such notice need not contain proposed terms or name a proposed Permitted Transferee. On or before the time of the transfer, the Company shall receive a written notice stating the name and address of any Permitted Transferee and identifying the number and/or aggregate principal amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the scope of the rights so transferred. In connection with any such transfer, the term Zapaxx xx used in this Agreement (other than in Section 2(a)(iv)) shall, where appropriate to assign the rights and obligations hereunder to such Permitted Transferee, be deemed to refer to the Permitted Transferee of such Registrable Securities. Zapaxx xxx any Permitted Transferees may exercise the registration rights hereunder in such priority, as among themselves, as they shall agree among themselves, and the Company shall observe any such agreements of which it shall have notice as provided above. (b) After any such transfer, the transferring Holder shall retain its rights under this Agreement with respect to all other Registrable Securities owned by such transferring Holder. (c) Upon the request of the transferring Holder, the Company shall execute an agreement with a Permitted Transferee substantially similar to this Agreement.

  • 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.

  • Register of Shares A register shall be kept at the offices of the Trust or any transfer agent duly appointed by the Trustees under the direction of the Trustees which shall contain the names and addresses of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Separate registers shall be established and maintained for each class or series of Shares. Each such register shall be conclusive as to who are the holders of the Shares of the applicable class or series of Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to him as herein provided, until he has given his address to a transfer agent or such other officer or agent of the Trustees as shall keep the register for entry thereon. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate fees therefore and rules and regulations as to their use.

  • No Registration Rights No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!