Prospectus: Registration Statement Sample Clauses

Prospectus: Registration Statement. 9.1 The Issuer has agreed with the Agent to prepare and file a final Prospectus and to use its reasonable best efforts to obtain receipts therefor from the Commissions and to have an Effective Registration with respect to the Underlying Securities on or before the date (the "Qualification Deadline") which is 150 days following the Closing (if such day is not a business day, then the next following business day). 9.2 If either receipts for the final Prospectus have not been issued by the applicable Commissions or an Effective Registration has not occurred before the Qualification Deadline, the Special Warrants shall be deemed to be exercisable into 1.1 Unit Shares (rather than one Unit Share) and 0.55 Unit Warrants (rather than one-half of one Unit Warrant) for no additional consideration. 9.3 Until each of the conditions set forth in Section 10.2 have been satisfied, 15% of the gross proceeds received in connection with the Private Placement in Canada will be maintained in Escrow by Pacific Corporate Trust Company or such other trustee as may be mutually agreed to between the Issuer and the Agent.

Prospectus: Registration Statement. (a) NMS shall prepare and file with the SEC a registration statement on Form S-3 in connection with the registration under the Securities Act of one- third of the shares of NMS Common Stock issued to each holder of QWES. Common Stock pursuant to Section 1.07(c) and one-third of the shares of NMS Common Stock issued or issuable to each holder of a ▇▇▇▇.▇▇▇ Warrant (together with the prospectus therefor, the "First Registration Statement"). NMS shall use commercially reasonable best efforts to cause the First Registration Statement to become effective as soon as practicable after the Holders (as such term is defined in the Stockholder Support Agreement) are permitted to sell their NMS Common Stock under the terms of the Stockholder Support Agreement and to maintain the effectiveness thereof for twelve months or, if a shorter period, until all shares registered and not sold thereunder may be sold without limitation pursuant to Rule 144 under the Securities Act. (b) NMS shall prepare and file with the SEC a registration statement on Form S-3 in connection with the registration under the Securities Act of the remainder of the shares of NMS Common Stock to be issued pursuant to Section 1.07(c) and issued or issuable pursuant to the ▇▇▇▇.▇▇▇ Warrants, plus the Escrowed Shares distributed to the Holders (as defined in the Escrow Agreement) pursuant to the terms of the Escrow Agreement (together with the prospectus therefor, the "Second Registration Statement"). NMS shall use commerically reasonable best efforts to cause the Second Registration Statement to become effective within one year after the Effective Date. (c) NMS shall cause the First Registration Statement and the Second Registration Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. The obligations of NMS hereunder to file a registration statement and to maintain its effectiveness may be suspended for up to 120 calendar days in the aggregate if the Board of Directors of NMS shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially and adversely affect NMS or otherwise interfere with or adversely affect any pending or proposed offering of securities of NMS or any other material transaction involving NMS. (d) NMS shall use commercially reasonable best efforts after the Effective Time to ma...

Prospectus: Registration Statement. CONDOR has delivered to ▇▇▇▇ and GLOBAL a Prospectus with respect to the shares of CONDOR Stock to be issued to GLOBAL as part of the Purchase Price. CONDOR shall take any action required to be taken under state blue sky or securities laws in connection with the issuance of the CONDOR Stock as part of the Purchase Price. CONDOR and GLOBAL will furnish each other with all information concerning themselves, their subsidiaries, directors, officers and stockholders or shareholders and such other matters as may be necessary or advisable for any filings under any Blue Sky laws and any other statement or application made by or on behalf of CONDOR or GLOBAL to any governmental body in connection with the transactions contemplated by this Agreement.

Prospectus: Registration Statement. CONDOR has delivered to POWERCREW and the STOCKHOLDERS a Prospectus with respect to the shares of CONDOR Stock to be issued to the STOCKHOLDERS as part of the Purchase Price. CONDOR shall take any action required to be taken under state blue sky or securities laws in connection with the issuance of the CONDOR Stock as part of the Purchase Price. CONDOR and POWERCREW will furnish each other with all information concerning themselves, their subsidiaries, directors, officers and stockholders or shareholders and such other matters as may be necessary or advisable for any filings under any Blue Sky laws and any other statement or application made by or on behalf of CONDOR or POWERCREW to any governmental body in connection with the transactions contemplated by this Agreement.