Purchaser Registration Sample Clauses

Purchaser Registration. If the Purchaser Parent proposes to register (including, for this purpose, a registration effected by the Purchaser Parent for shareholders other than the Seller, but excluding any registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act (as defined below) is applicable, or a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the shares of Parent Common Shares for sale to the public) any shares of Parent Common Stock under the Securities Act, the Purchaser Parent shall, at such time, promptly give the Seller notice of such registration. Upon the request of the Seller given within twenty (20) days after such notice is given by the Purchaser Parent, and as long as the Seller owns any Parent Common Shares, the Purchaser Parent shall cause to be registered the number of the Parent Common Shares owned by the Seller in proportion (as nearly as practicable) to the number of restricted Shares owned by each holder to be included in such registration. The Purchaser Parent shall have the right to terminate or withdraw any registration initiated by it under this Section before the effective date of such registration, whether or not the Seller has elected to include any Parent Common Shares in such registration. The expenses of any registration effected or withdrawn pursuant to this Section shall be borne by the Purchaser Parent.
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Purchaser Registration. Dealer agrees that it shall promptly provide written notice to Excelsior-Xxxxxxxxx of the names and addresses of all persons or entities that purchase any Excelsior-Xxxxxxxxx motorcycles from Dealer on such forms as are specified by Excelsior-Xxxxxxxxx from time to time so that Excelsior-Xxxxxxxxx may notify purchasers of Excelsior-Xxxxxxxxx motorcycles and other Products of significant information as required by law or otherwise.
Sample 1
Purchaser Registration. If (but without any obligation to do so) Purchaser proposes to register any of its Common Stock under the Act in connection with the initial public offering of its Common Stock solely for cash, Purchaser shall, at such time, promptly give the Holders written notice of such registration. Upon the request of each Holder of Registrable Securities made within 30 days after mailing of such notice by Purchaser in accordance with Section 3.5, Purchaser shall, subject to the provisions of Section 1.6, cause to be registered under the Act all of the Registrable Securities that such Holder has requested to be registered.
Sample 1
Purchaser Registration. (a) If the Purchaser shall determine to register any of its securities, other than a registration relating solely to employee benefit plans, or a registration of securities in a Commission Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, in any case at any time during the period commencing on the Closing Date and ending on the second anniversary of the Closing Date, the Purchaser will:
Sample 1
Purchaser Registration. Dealer acknowledges that in the event that Triumph is required by law or otherwise to notify purchasers of Triumph motorcycles and other Products of significant information (e.g., because of a recall or warranty notice), it is essential that Triumph be able to provide such notifications promptly, and Dealer therefore agrees that it shall promptly provide written notice to Triumph of the names and addresses of all persons or entities that purchase any Triumph Products from Dealer on such customer registration forms as are approved by Triumph from time to time. Dealer shall bear sole responsibility for, and shall be solely liable for, any failure to provide such written notice to Triumph. In furtherance and not in limitation of the indemnification obligations of Dealer set forth in Section 10 of this Agreement, Dealer shall indemnify and hold harmless Triumph and its officers, directors, agents, employees, shareholders, legal representatives, successors and assigns, and each of them, from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, judgments, losses, damages, costs, charges, attorneys' fees, and other expenses of every nature, kind and character incurred or suffered by reason of Dealer's failure to promptly provide written notice to Triumph of the names and addresses of all persons or entities that purchase any Triumph Products from Dealer.
Sample 1
Purchaser Registration. (a) On or prior to the Filing Date, the Company shall use best efforts to prepare and file with the Commission the Purchaser Registration Statement covering the resale by the Purchaser to the public of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Purchaser Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Purchaser Registration Statement shall contain (except if otherwise required pursuant to comments received from the Commission upon a review of the Purchaser Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its best efforts to cause the Purchaser Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use commercially reasonable efforts to keep the Purchaser Registration Statement continuously effective under the Securities Act until the date which is the earliest of (i) two years after the date the Purchaser Registration Statement is declared effective by the Commission (ii) such time as all the Registrable Securities covered by the Purchaser Registration Statement have been publicly sold or (iii) such time as all the Registrable Securities may be sold pursuant to Rule 144(k) without volume restrictions as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the Purchaser (the "Effectiveness Period").
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Purchaser Registration 
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Related to Purchaser Registration

  • BROKER-DEALER REGISTRATION; FINRA MEMBERSHIP The Dealer Manager is, and during the term of this Agreement will be, (i) duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) a member in good standing of FINRA, and (iii) a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Each of the Dealer Manager’s employees and representatives has all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • Other Registrations If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 180 days has elapsed from the effective date of such previous registration.

  • Subsequent Registrations Other than pursuant to the Registration Statement, prior to the Effective Date, the Company may not file any registration statement (other than on Form S-8) with the Commission with respect to any securities of the Company.

  • Demand for Registration If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:

  • Initial Registration The Company shall file a Registration Statement under the Securities Act promptly, but in any event within thirty (30) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

  • GST Registration The Vendor is a registrant for purposes of the ETA whose registration number is 865278907RT0001;

  • Incidental Registration If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other securityholders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time the Company will give written notice to all Holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any such Holder received by the Company within 30 days of the giving of any such notice by the Company to register any of such Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with such Holder's written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or the requesting party therein or that such reduction is otherwise advisable, provided, however, that after any shares to be sold by holders that do not have contractual rights to have shares included in such registration have been excluded, shares to be sold by the Holders shall be excluded in such manner that the shares to be excluded shall first be the shares of selling Holders and other requesting holders who, in each case, are not Affiliate Holders and whose shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining shares of the selling Holders and other requesting holders who are Affiliate Holders or whose shares are not then saleable under Rule 144(e) or Rule 144(k), unless such registration is pursuant to the exercise of a demand right of another securityholder, in which event such securityholder shall be entitled to include all shares it desires to have so included before any shares of Restricted Stock or shares of any other holder are included therein and provided, however, that, notwithstanding anything in this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of shares which may be sold by requesting Holders to less than 25% of the shares to be sold in such offering.

  • Company Registration If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

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