Registration Covenants Clause Samples
Registration Covenants. (a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event:
(i) requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Investor, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Investor will forthwith discontinue offering or Transferring Registrable Securities pursuant to the Shelf Registration Statement and prospectus forming a part thereof contemplated by Section 2.1 until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, the Investor shall deliver to the Company all copies, other than permanent file copies then in the Investor’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice;
(ii) contemplated by Section 2.3(a)(iii), the Investor shall forthwith discontinue offering or Transferring Registrable Securities pursuant to the Shelf Registration Statement and the prospectus forming a part thereof contemplated by Section 2.1 until its receipt of a notice from the Company stating that the stop order of the type referred to in Section 2.3(a)(iii) is no longer applicable or that the Commission will not issue any such stop order pursuant to the proceedings of the type referred to in Section 2.3(a)(iii); or
(iii) contemplated by Section 2.3(a)(iv), the Investor shall forthwith discontinue offering or Transferring Registrable Securities pursuant to the Shelf Registration Statement and the prospectus forming a part thereof contemplated by Section 2.1 until its receipt of a notice from the Company that any suspension of the type referred to in Section 2.3(a)(iv) is no longer applicable or that no Person will issue any such suspension pursuant to any proceedings (threatened or initiated) of the type referred to in Section 2.3(a)(iv).
(b) Notwithstanding anything in this Agreement to the contrary, if the Company delivers to the Investor a certificate, signed by an officer of the Company (the “Transaction Delay Notice”), stating that in the good faith judgment of the Board (i) continued use of the Shelf Registration Statement for purposes of effecting offers or sales of the Registrable Securities pursuant thereto would require, under the Securities Act or t...
Registration Covenants. (i) In the event any individual listed on Schedule II attached hereto or his Permitted Transferees (individually, a "Scheduled Shareholder" and collectively the "Scheduled Shareholders") are entitled to sell Shares in accordance with the terms of this Agreement after Shares become readily tradable on an established securities market, such Scheduled Shareholder shall be entitled to request the Company in writing to register under the Securities Act or any similar law in any jurisdiction other than the United States all or any part of the Shares then owned by such Scheduled Shareholder; provided, (A) a sufficient number of Scheduled Shareholders entitled to sell Shares in accordance with this Agreement must join in the request so that at least 15% of the outstanding Shares are to be registered and (B) the offering will be a firm commitment underwritten offering. Such request shall specify the number of Shares to be offered and sold, shall express such selling Shareholders (for the purposes solely of Sections 3(b)(i), 3(c) and 3(d), the "Selling Shareholders") present intent to offer such Shares for distribution and shall contain the undertaking of the Selling Shareholders to provide all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC or any similar body in any jurisdiction other than the United States and to obtain acceleration of the effective date of such registration statement. Upon receipt of such request the Company shall use all reasonable efforts to cause the offering of the Shares so specified in such request to be registered with the SEC or any similar body in any jurisdiction other than the United States so as to permit the sale or other distribution by the Selling Shareholders of the Shares specified in their request, and in connection therewith prepare and file on an appropriate form, as the Company in its sole discretion shall determine, the registration statement under the Securities Act or any similar law in any jurisdiction other than the United States to effect such registration. Each Scheduled Shareholder shall be entitled to request only one registration pursuant to this Section 3(b)(i); provided, however, that a Scheduled Shareholder may join in more than one request made by other Scheduled Shareholders.
(ii) In the event that the Shares become readily tradable on an established securities market, the Company proposes to file a ...
Registration Covenants. (a) Subject to 2.07(b), immediately following the Distribution, CRC shall file prepare and file with the SEC a Registration Statement with respect to a registered offer to exchange the Note Securities as contemplated by the Notes Registration Rights Agreement and shall use their reasonable best efforts to cause such Registration Statement to become effective under the Securities Act and consummate the exchange offer of the Notes Securities in accordance with the Notes Registration Rights Agreement as promptly as reasonably possible.
(b) Upon receipt of any Demand Registration, CRC shall not, and it will cause the members of the CRC Group not to, file any other Registration Statement without Occidental’s consent until the consummation of the Exchange Offer contemplated by the applicable Demand Registration; provided that CRC shall be permitted to file any Registration Statement on Form S-8.
(c) CRC shall not, and it will cause the members of the CRC Group not to, grant any right of registration under the Securities Act relating to any of its shares of CRC Common Stock or other securities to any Person other than pursuant to this Agreement without Occidental’s consent if such rights are exercisable within the Registration Rights Period.
Registration Covenants. (a) As soon as practicable after the date hereof, the Company shall use its commercially reasonable efforts to effect such registration of the Shares under the Securities Act as would permit or facilitate the sale and distribution of all of such Shares and, in connection therewith, shall prepare and file with the SEC and shall use commercially reasonable efforts to cause to become effective a Form S-3, if available, covering the shares; provided, however, that the Company shall not be obligated to effect more than one such registration, and; provided, further, however, that the Purchaser shall provide all such information and materials relating to the Purchaser as the Company may reasonably request and as may be required to be disclosed pursuant to applicable SEC rules and regulations, and take all such action as may be reasonably required in order to permit the Company to comply with all the requirements of the SEC applicable to selling security holders in order to cause the Form S-3 to be declared effective by the SEC, such provision of information and materials to be a condition precedent to the obligations of the Company pursuant to this Agreement.
(b) Notwithstanding subparagraph (a) above, the Company shall be entitled on not more than one occasion in any 365 day period to postpone the declaration of effectiveness of any registration statement prepared and filed pursuant to subparagraph (a) for a reasonable period of time, but not in excess of 60 calendar days after the applicable deadline, if the Board of Directors of the Company, acting in good faith, determines that there exists a the happening of any event during the period that a registration statement described in subparagraph (a) hereof is required to be effective as a result of which, in the reasonable judgement of the Company, such registration statement or the related prospectus contains or may contain any untrue statement of a material fact or omits or may omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of a Material Event, the Purchaser will forthwith discontinue any disposition of Shares pursuant to any registration statement described in Subparagraph (a) until the Purchaser's receipt of copies of supplemented or amended prospectuses prepared by the Company (which the Company will use its commercially reasonable efforts to p...
Registration Covenants. 10 2.4 Blue Sky Registration............................................................11 2.5 Deregistration...................................................................11 2.6 Post-Effective Amendments........................................................12 2.7
Registration Covenants. As to any shares of the Buyer Common Stock registered pursuant to Section 1.3 above, the Buyer covenants:
(a) It will not at any time file or make any amendment or supplement to the Registration Statement or to any prospectus or preliminary prospectus of which the Sellers have not been previously advised;
(b) It will advise the Sellers promptly in writing of the occurrence and time of occurrence of each of the following events: (i) the issuance by the SEC of an order declaring the Registration Statement effective, (ii) any request by the SEC for an amendment of the
Registration Covenants. Parent will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until all such securities cease to be Registrable Securities (as defined below) or such shorter period upon which all Participating Securityholders with Registrable Securities included in such Registration Statement have notified Parent that such Registrable Securities have actually been sold. Parent will use its commercially reasonable efforts to (i) cause the removal of all restrictive legends from any Acquired Securities being sold under the Registration Statement or pursuant to Rule 144 under the Securities Act (“Rule 144”) at the time of sale of such Registrable Securities and, at the request of a Participating Securityholder, cause the removal of all restrictive legends from any Registrable Securities held by such Participating Securityholder that may be sold by such Participating Securityholder without restriction under Rule 144, including, any volume and manner of sale restrictions, and (ii) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i) upon the receipt of such supporting documentation, if any, as reasonably requested by such counsel. Parent will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, reasonably necessary to enable Participating Securityholder to resell Registrable Securities pursuant to the Registration Statement or Rule 144, as applicable, qualify the Registrable Securities for listing on the applicable stock exchange and update or amend the Registration Statement as necessary to include Registrable Securities. “Registrable Securities” shall mean, as of any date of determination, the Registrable Accredited Investor Stock Election Consideration and any other equity security issued or issuable with respect to Registrable Accredited Investor Stock Election Consideration by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, provided, however, that such securities shall cease to be Registrable Securities at the earliest of (A) the third anniversary of the effective date of the Registration Statement, (B) the date all Registrable Accredited Investor Stock Election Consideration held by a Participating Securityholder may be sold by such Participating Securityholder without volume or manner of sale limi...
Registration Covenants. The Shares shall be Registrable Securities as such term is defined in that certain Registration Rights Agreement, dated November 12, 1998 by and between, Company and OPLI and shall have all rights and obligations associated therewith.
Registration Covenants. Indemnification of Purchaser Against REB Gaming, Inc. and Others
Registration Covenants. The Company shall:
(a) Take all actions to permit the Subscriber to sell all of the Purchased Shares and Warrant Shares (the “Total Shares”) pursuant to Rule 144, including, but not limited to, making and keeping public information available, and filing all required SEC reports and other documents in a timely manner.
(b) In addition, within sixty (60) days after the date hereof (“Filing Date”), the Company shall use its reasonable commercial efforts to prepare and file with the SEC a registration statement covering the Total Shares for an offering to be made on a continuous basis pursuant to Rule 415 (the “Registration Statement”). The Company shall use its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. The Company shall use its reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) the Warrants have been fully exercised or have terminated and all of the Total Shares have been sold by the Subscriber, or (ii) the Warrants have been fully exercised or have terminated and all of the Total Shares may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), 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 Subscriber.
(c) If, after the date hereof and prior to the date the Registration Statement under subsection 6(b) above becomes effective, the Company proposes to register any shares of Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both, the Company will cause the Total Shares to be included with the securities to be covered by the registration statement proposed to be filed by the Company.