Registration and Listing of Shares. At or before the Closing Time, the Shares will have been registered under Section 12(b) of the Exchange Act and approved for listing on the New York Stock Exchange, subject to official notice of issuance.
Registration and Listing of Shares. If the Company shall deem it necessary to register under the Securities Act or any other applicable statute any Shares purchased under this Plan, or to qualify any such Shares for an exemption from any such statutes, the Company shall take such action at its own expense. If Shares are listed on any national securities exchange at the time any Shares are purchased hereunder, the Company shall make prompt application for the listing on such national securities exchange of such Shares, at its own expense. Purchases and grants of Shares hereunder shall be postponed as necessary pending any such action.
Registration and Listing of Shares. The Company hereby agrees with the holder that:
(a) (i)The Company shall file or cause to be filed, no later than thirty (30) days after the Closing of the Stock Purchase (the “Filing Deadline”), a registration statement under the Securities Act (a “Registration Statement”), to permit the resale by a holder thereof of the Common Shares, together with any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing (the “Registrable Securities”). In the event that the Company is unable to file such Registration Statement by the Filing Deadline due to a hardship, the Company shall have two consecutive opportunities to request consent by Investor to grant a five (5) business day extension, each of which will not be unreasonably withheld by the Investor.
(ii) The Company shall use its commercially reasonable efforts to cause the Registration Statement referred to in clause (i) above to be declared effective by the Commission as soon as reasonably practicable and shall cause such Registration Statement to remain effective until such time as all Registrable Securities have been sold or are otherwise freely tradable without registration under the Securities Act (the “Expiration Date”).
(b) In connection with the foregoing, the Company will:
(i) Prepare and file with the Commission a Registration Statement with respect to the Registrable Securities and use its best efforts to cause such Registration Statement to become and remain effective.
(ii) Prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Registrable Securities whenever the holder of such securities shall desire to sell the same.
(iii) Furnish to the holder such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as the holder may reasonably request in order to facilitate the sale of the Registrable Securities owned by the holder.
(iv) Register or qualify the Registrable Securities under applicable...
Registration and Listing of Shares. The Company covenants that if any shares of Common Stock, required to be reserved for purposes of conversion of Series B Securities hereunder, require registration with or approval of any governmental authority under any Federal, State or District of Columbia law before such shares may be issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock of the Company is listed on the NASDAQ Stock Market or any national securities exchange, the Company will, if permitted by the rules of NASDAQ or such exchange, list and keep listed on such exchange,, upon official notice of issuance, all shares of Common Stock issuable upon conversion of Series B Securities.
Registration and Listing of Shares. (a) Unless there is in effect at the time of exercise a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws, with respect to the Shares to be received upon the exercise of the Option, Director shall, upon the exercise of the Option, execute and deliver to the Company a written statement, in form satisfactory to the Committee, in which Director (i) represents and warrants to the Company that the Shares to be issued upon the exercise of the Option are being acquired by Director for his own account, for investment only and not with a view to the resale or distribution thereof in violation of any federal or state securities law and (ii) agrees that any subsequent resale or distribution of any of such Shares shall be made only pursuant to either (X) an effective registration statement covering such Shares under the Securities Act and applicable state securities laws or (Y) specific exemptions from the registration requirements of the Securities Act and any applicable state securities laws, based on a written opinion of counsel, in form and substance satisfactory to the Company, as to the application of any such exemptions.
(b) Director acknowledges that the Company may endorse a legend upon the certificates evidencing the Shares as the Company, in its sole discretion, determines to be necessary or appropriate to implement the provisions of the Plan and this Contract.
(c) Notwithstanding anything herein to the contrary, if at any time the listing, registration or qualification of the Shares subject to the Option on any securities exchange or under any applicable law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the granting of an option, or the issuing of Shares thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained.
Registration and Listing of Shares. The Company covenants that if any shares of Common Stock required to be reserved for purposes of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock of the Company is listed on the New York Stock Exchange or any other national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of Securities.
Registration and Listing of Shares. The offer and sale of the shares of Acquiror Common Stock issuable in the Merger shall be the subject of an effective registration statement under the Securities Act. The shares of Acquiror Common Stock issuable in the Merger shall have been approved for listing on the NYSE upon official notice of issuance.
Registration and Listing of Shares. The Company covenants that if any shares of Common Stock required to be reserved for purposes of conversion of Securities hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or 22
Registration and Listing of Shares. At any time after the Effective Date, the Subscriber may request (and the Company shall reasonably honor such request) that the Company register for sale under the Securities Act all or any portion of the shares of common stock of the Company underlying the Series A Preferred Stock and any other shares of common stock of the Company which the Subscriber now owns or hereafter acquires by any means, including without limitation, by purchase, assignment, conversion of convertible securities or operation of law, or as a result of any stock dividend, stock split, reorganization, reclassification, whether voluntary or involuntary, or other similar transaction in the manner specified in such notice.
Registration and Listing of Shares. Pursuant to the Registration Rights Agreement dated as of the date hereof between the Company and Buyer (the "Registration Rights Agreement") and subject to the terms and conditions thereof, the Company will grant Buyer "piggy-back" registration rights to register the Shares under the Securities Act, exercisable only after the expiration of the Restricted Period. The Company shall use its reasonable best efforts to cause the Shares to be approved for listing on the American Stock Exchange (or any successor stock exchange thereof).
