Registration Assistance Sample Clauses

Registration Assistance. Without limitation to Section 6.1, at the request of a Party, at the requesting Party’s cost for reasonable out-of-pocket expenses, the other Party will (i) execute coexistence agreements or consents consistent with this Agreement and in a form suitable for filing in a local trademark office to permit registration, recordation or assignment of such Party’s Marks as permitted hereunder, (ii) amend its applications or registrations for the Acquired Marks to exclude products or services outside of the OCP Field or for the Retained Marks to exclude products or services in the OCP Field, and (iii) otherwise cooperate to determine and implement the best manner to effect such registration, recordation or assignment so as to provide each Party and its affiliates the full ownership and use of the Retained Marks (with respect to ADC and its affiliates) and the Acquired Marks (with respect to Buyer and its affiliates) as provided hereunder.
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Registration Assistance. GMH or an appropriate Affiliate shall serve as THERMO’s local liaison and affiliate in the countries comprising the Territory to assist and support THERMO in registering and obtaining approval to market, distribute, sell and use the Materials and Products in such each such country, consistent with THERMO’s obligations as further set forth in Section 7.6 below. Upon the expiration or earlier termination of this Agreement, such local representative appointment shall be transferred to a Person designated by THERMO, to the extent permitted by the terms of such registrations, licenses or permits and by applicable law. The obligation of GMH or its appropriate Affiliate shall be limited to serving as the local agent and a resource to THERMO. GMH shall not be required to perform and shall not have any legal liability or responsibility for satisfying any of the legal requirements for obtaining registration, which is THERMO’s obligation under Section 7.6 below.
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Registration Assistance. I agree to assist in securing the Company’s rights in and to Inventions and any related copyrights, patents, or other intellectual property rights and to execute all instruments and documents, including applications and assignments that may be necessary or convenient to establish, evidence, or maintain the Company’s rights under this Agreement. This obligation shall continue after the termination of my Relationship with the Company to the extent possible, and if the Company is unable to secure my signature to pursue applications or other documents covering Inventions that are necessary to establish, evidence, or maintain the Company’s rights under this Agreement, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and on my behalf to execute and file such applications and documents.
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Registration Assistance. Upon the reasonable request of Watsxx, Xxxxxx xxxmptly shall, at no cost to Watsxx, xxovide Watsxx xxxh such information, samples and technical assistance, and otherwise reasonably cooperate with Watsxx, xx connection with the preparation, prosecution and maintenance of all applicable Regulatory Dossiers for the Active Ingredient.
Sample 1
Registration Assistance. Seller has prepared and filed the necessary transfers of product registrations to Company at the U.S. federal level, Seller is in the process of, and will continue, renewing product registrations at the appropriate U.S. state level for calendar year 2004. For those registrations which have been recently transferred by Seller to Company at the federal level, Seller will continue such filings during the appropriate discontinuance periods dictated by applicable state law. For those registrations which were not transferred by Seller prior to Closing, Seller will complete the renewal process at each state for calendar year 2004. Except for Seller’s filing obligations described above, which in all events will be discontinued as of December 31, 2003, Buyer shall be responsible for any and all other product registration filings. It is agreed that any and all federal and state registration fees paid in respect to calendar year 2004 will be included as a prepaid item and therefore included as a Closing Liability. For all of the above filings made by Seller after Closing, Buyer agrees to reimburse Seller for the state registration fees, as well as any and all related out-of-pocket payments to third parties, on a monthly basis. Seller agrees to provide Buyer in advance of any payment for which it is responsible with a copy of the applicable invoice, if any, description of the registration to which the payment relates and any other information relevant to permit Buyer to approve or disapprove of the payment.
Sample 1
Registration Assistance. Upon the reasonable request of Allergan, Contractor promptly shall, at no cost to Allergan, provide Allergan with such information, samples and technical assistance, and otherwise reasonably cooperate with Allergan, in connection with the preparation, prosecution and maintenance of all applicable regulatory support.
Sample 1
Registration Assistance. Upon the reasonable written request of Customer, the Parties shall discuss whether and how Manufacturer shall provide Customer with such information, samples and technical assistance, and otherwise reasonably cooperate with Customer, in connection with the preparation, prosecution and maintenance of all applicable regulatory dossiers for Products hereunder. In the event that the Parties mutually agree upon Manufacturer’s assistance with respect to such matters under this Section 9.5, then SC1:4529841.10 Manufacturer shall assist Customer as the Parties agree and Customer shall pay Manufacturer’s reasonable costs therefore.
Sample 1
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Registration Assistance. The Seller will provide reasonable assistance to the Buyer in connection with the Buyer’s maintenance of registrations for the Products. The Seller shall use its reasonable best efforts to cooperate with the Buyer in this regard and keep, maintain and provide any information required by FIFRA or reasonably requested by the Buyer. Notwithstanding the foregoing, the Buyer shall be responsible for and comply with its obligations under FIFRA, including but not limited to reporting requirements.
Sample 1

Related to Registration Assistance

  • Registration Procedure Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 3.1(c) and 3.2 hereof, the Holder may deliver to the Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a "REGISTRATION NOTICE") informing the Company of its desire to have the Redemption Shares underlying its Units registered for sale (such Redemption Shares, together with all additional shares of Common Stock which may be issued in the future upon redemption of any remaining Units held by Holder, referred to herein as the "REGISTRABLE SECURITIES"); provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the SEC within ninety (90) days after the original filing date or the Company is unable to keep such Issuer Registration Statement effective until such time as the Holder no longer owns any Units, the Holder shall be entitled to exercise the rights provided under this Section 3.1. Upon receipt of the Registration Notice, if the Company has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the "SHELF REGISTRATION STATEMENT") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), then the Company will cause to be filed with the Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus (the "NEW REGISTRATION STATEMENT") that complies as to form in all material respects with applicable Commission rules providing for the sale by the Holder of the Registrable Securities, and agrees (subject to Section 3.2 hereof) to use commercially reasonable efforts to cause the New Registration Statement to be declared effective by the Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including, in each case, any documents incorporated therein by reference.) Subject to Section 3.2 hereof, the Company agrees to use commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of the Registration Statement, (ii) the date on which all of the Redemption Shares held by the Holder are eligible for immediate sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or (iii) the date on which the Holder consummates the sale of all of the Redemption Shares. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from the Holder, include all of the Holder's Redemption Shares or any portion thereof in any shelf Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a) so long as such shelf Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

  • Registration Procedures In connection with the Company’s registration obligations hereunder, the Company shall:

  • Registration or Listing If any shares of Preferred Stock required to be reserved hereunder require registration with or approval of any governmental authority under any Federal or State law (other than any registration under the 1933 Act, as then in effect, or any similar Federal statute then enforced, or any state securities law, required by reason of any transfer involved in such conversion), or listing on any domestic securities exchange, before such shares may be issued upon conversion, the Company will, at its expense and as expeditiously as possible, use its best efforts to cause such shares to be duly registered, listed or approved for listing on such domestic securities exchange, as the case may be.

  • Registration Matters i. The Company has filed with the Commission a registration statement on Form S-1 (File No. 333-210760) including a related prospectus, for the registration of the Preferred Stock, the Common Stock underlying the Preferred Stock (the “Conversion Shares”), the Warrants, the Common Stock underlying the Warrants (the “Warrant Shares”), and the Placement Agent Securities under the Securities Act, and the rules and regulations thereunder (the “Securities Act Regulations”). The registration statement has been declared effective under the Securities Act by the Commission. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A (“Rule 430A”) or Rule 430B under the Securities Act Regulations (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430A or Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus set forth in the Registration Statement in the form first used to confirm sales of the Securities (or in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter referred to, collectively, as the “Prospectus,” and the term “

  • Registration, etc Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

  • Registrations and Offerings Shelf Registration.

  • Registration and Listing 15 Section 3.3

  • Registration Compliance; No Stop Order No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

  • Registration on Form S-3 Subject to Section 13(f) of this Agreement, if at any time (i) a holder or holders of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6 and registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Sections 4 or 5, respectively.

  • Suspension of Registration If the continued use of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

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