Registration by the Company. The first time after the date hereof that the Company files a registration statement under the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission to register for sale any of its shares of Common Stock, the Company will include for resale under the Act in the registration statement the Registrable Securities. The Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering:
(A) if the underwriter determines in good faith that marketing factors require the exclusion of all shares held by existing stockholders, no Registrable Securities shall be included in such registration and the right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of all shares held by existing stockholders;
(B) each holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD Questionnaires; and
(C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by thi...
Registration by the Company. Unless the Company has the right to refuse registration pursuant to Section 3(c) hereof, the Company shall file a registration statement under the Securities Act covering the Registrable Shares which are the subject of any Demand Registration Request as soon as practicable after receipt by the Company of any such Demand Registration Request (each,
8 10 a Demand Registration"); provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company (or any proposed acquisition or disposition of assets or properties) and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish all Requesting Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental; provided, however, that the Company may not defer the filing of a registration statement for a period of more than 120 days after receipt of the Demand Registration Request of the Requesting Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period and shall give written notice to the Requesting Holders immediately after the reason for deferring the filing of the registration statement has ceased to exist. The Company shall not be required to register any Registrable Shares during any period in which it has exercised its deferral right as aforesaid.
Registration by the Company. Commencing on the Closing Date and for a period of five years thereafter, in the event that the Company intends to file a registration statement with the Securities and Exchange Commission under the Securities Act of l933 (the “Act”), other than registration statement on Form S-4 or S-8, or successor forms thereto, and registration statements filed but not effective prior to the termination of this Offering, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable Securities of the Holder in accordance with this Section 5.1. The Company shall advise the Holder of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Securities and Exchange Commission of any other registration statement under the Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form) or registration statements filed but not effective prior to the termination of this Offering, and upon the request of any such Holder within ten days after the date of such notice, include in any such registration statement such information as may be required to permit a public offering of the Holder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 5.1. For the purpose of the foregoing, inclusion of the Registrable Shares by the Holder in a Registration Statement pursuant to this Section 5.1 under a condition that the offer and/or sale of such Registrable Shares not commence until a date not to exceed 90 days from the effective date of such registration statement shall be deemed to be in compliance with this Section 5.1. Further, the Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering:
(A) if the underwriter determines in good faith that marketing factors require the exclusion of some or all of the Registrable Securities, then the Holders may include in the registration statement no more than the maximum amount, if any, of such Registrable S...
Registration by the Company. Prior to the Closing Date, the Company shall file a registration statement covering the resale of the Shares and the Warrant Shares on Form S-3 under the Securities Act (if such form is then available for use by the Company, or if such form is not then available for use by the Company, such form as is then available to the Company for such registration), and thereafter diligently pursue the effectiveness of such registration statement; provided, however, solely in the event that the SEC does not permit the Company to file such registration statement prior to the Closing Date, the Company shall file such registration statement on or before the tenth business day following the Closing Date. The registration statement shall have been declared effective by the SEC on or before the ninetieth calendar day following the Closing Date, unless the registration statement is not declared effective due to action within the control of the SEC and unrelated to action within the control of the Company or the Company's agents or representatives; provided, however, that if the registration statement shall not have been declared effective on or before such ninetieth calendar day, the Company shall thereafter use its best efforts to cause such registration statement to be declared effective as promptly as possible, until such registration statement is declared effective.
Registration by the Company. Subject to the terms and conditions of this Agreement, the Borrower shall file with the SEC within thirty (30) days following the date the SEC declares effective the Post-Effective Amendment No. 6 to Form SB-2 (333-40895) a registration statement on Form SB-2 under the Securities Act (the "Registration Statement") for the registration of the resale by the Lender of the Registrable Securities. The Borrower shall use reasonable best efforts to cause such filed Registration Statement to become and remain effective (pursuant to Rule 415 under the Securities Act or otherwise); prepare and file with the SEC 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 during the term of this Agreement; and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the Lender. It is a condition precedent to the obligations of the Borrower under this Section 5.1 that Lender shall furnish to the Borrower in writing such information regarding the Lender, the Registrable Securities and the intended method of disposition thereof as the
Registration by the Company. If the Distribution Registration Initiator gives written notice (the "Distribution Registration Notice") to the Company of the exercise of the registration rights granted pursuant to this Section 2, the Company shall (i) file the Distribution Registration Statement with the Commission within 45 days of the date of receipt of the Distribution Registration Notice, (ii) use its reasonable best efforts to cause the Distribution Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and (iii) use its reasonable best efforts to keep the Distribution Registration Statement effective for a period (the "Distribution Registration Period") terminating on the date which is the earlier of (x) the date which is four months after the date on which the Distribution Registration Statement is declared effective (the "Distribution Registration Effective Date") or (y) the date on which the Distribution has been completed; provided, however, that in the event it is necessary for the Company to file a post-effective amendment to the Distribution Registration Statement during the Distribution Registration Period in order to comply with applicable provisions of the Securities Act, it shall not constitute a violation of this paragraph (b) if, as a result of the filing of such amendment, the Distribution Registration Statement is not available to effect the Distribution until such time as such amendment is
Registration by the Company. The Company and the Purchaser hereby agree as follows:
(a) The Company undertakes and agrees to take all action required to permit the holders of the Shares to offer and sell the Shares pursuant to an effective registration statement covering the Shares (a "Registration Statement") at all times during the Registration Period (as defined below) and to ensure that one or more Registration Statement(s) and any related prospectus (each, a "Prospectus") remain continuously effective and in full compliance with all applicable provisions of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the respective rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (the "Rules and Regulations") until the end of the Registration Period. In furtherance of the foregoing, the Company shall file a "shelf" Registration Statement within 30 days of the Closing Date and shall thereafter use its best efforts to cause such Registration Statement to be declared effective as soon thereafter as practicable.
Registration by the Company. Subject to the terms and conditions of this Agreement, the Seller shall file with the SEC within thirty (30) days of the date of this Agreement a registration statement on Form SB-2 under the Act (the "Registration Statement") for the registration of the resale by the Buyer of the Registrable Securities (as defined below). The Seller shall use reasonable best efforts to cause such filed Registration Statement to become and remain effective (pursuant to Rule 415 under the Act or otherwise); prepare and file with the SEC 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 during the term of this Agreement; and comply in all material respects with the provisions of the Act with respect to the disposition of all Registrable Securities covered by such Registration
Registration by the Company. (a) The Units, the Preferred Stock, and the Warrants are Restricted Securities and the Conversion Shares and Warrant Shares, when issued, shall be Restricted Securities. The Company has no obligation to register the Units, the Preferred Stock, or the Warrants or make any exemption from the registration requirements of the Securities Act and applicable state securities law available in order to permit the sale or transfer of the Units, the Preferred Stock, or the Warrants by Investors.
(b) The Company agrees to register the resale by the Holders of the Conversion Shares and the Warrant Shares and to bear all costs related to such registration. On or before April 1, 1998, the Company will file an appropriate Registration Statement with the SEC and will thereafter use commercially reasonable best efforts to seek the effectiveness of such registration statement within 120 days after the completion of the Offering.
Registration by the Company. Unless the Company has the right to refuse registration pursuant to Section 3(c) hereof, the Company shall file a registration
