Registration Filing Clause Samples

Registration Filing. The Company will prepare and file with the Commission a Registration Statement with respect to the offer and sale of such securities and use its best efforts to cause such Registration Statement to become and remain effective until the completion of the distribution contemplated thereby; provided, however, the Company shall not be required to keep such Registration Statement effective for more than 180 days (or such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold, but not prior to the expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable); provided, further, that with respect to a Demand Registration, the Company shall use its best efforts to file with the Commission a Registration Statement as soon as is practicable after the date of the Request and in any event no later than 60 days after the date of the Request for the Demand Registration and shall use its best efforts to cause such Registration Statement to be declared effective as soon as is practicable after the date of filing and in any event no later than 180 days after the date of such Request.

Registration Filing. This Agreement is intended by the parties to be filed, and Grantors hereby authorize Agent to file and record a copy of this Agreement, with the United States Patent and Trademark Office.

Registration Filing. 2.1. As of the Effective Date, Licensor shall have the responsibility using its best reasonable efforts, at its sole expense and subject to the decision of the relevant authorities involved, to obtain marketing authorisation for the Product in the Field in those countries of the European Union as constituted at the Effective Date contained within the Territory and requested by Licensee and Switzerland. This shall include undertaking any additional studies that may be reasonably necessary to obtain marketing authorisation at least in the United Kingdom, France, Germany, Italy and Spain. For the countries of the Territory other than the countries of the European Union and Switzerland, Licensee shall submit registration applications at its expenses in the name of Licensee or its Affiliates or Marketing Partners on the basis of the registration dossier prepared by Licensor for the European Union countries and Switzerland; any additional scientific works Licensee may consider necessary or desirable to support registration of the Product shall be the responsibility of Licensee and such work shall be conducted at Licensee's expense, but any protocols shall be agreed between the Parties in accordance with Clause 6.3 below. The registration filings in the European Union countries and Switzerland have been or will be submitted by Licensor in its own name, however, Licensor shall, subject to the decision of the relevant authorities involved, transfer any resulting registrations into the name of Licensee or its Affiliates or Marketing Partners at a mutually agreed time prior to Launch of Product. Licensee shall have the responsibility, using its best reasonable efforts, at its own expense and subject to the decision of the relevant authorities involved, to obtain all necessary pricing and reimbursement approvals within the Territory and shall be entitled, at its own discretion and expense, to apply for further registrations in any country of the Territory, Licensor shall provide such bulk active tablets containing 2.5 mg frovatriptan free of charge as Licensee may require to conduct possible clinical trials in support of the Product outside European Union countries and Switzerland, the protocols of which have been agreed in accordance with the said Clause 6.3 below and which in total involve no more than ***** enrolled patients. 2.2. Licensor will take into due consideration any comments and suggestions of Licensee regarding the planning and the implementation of addi...

Registration Filing. Notwithstanding any of the provisions in this Agreement to the contrary, including but not limited to Section 3(b)(iv) above, in the event that PHI files a Form 10 in accordance with the Securities Act, a Form S-1 in accordance with the Securities Act of 1933, or any other appropriate registration form (either, a “Registration Form”), that shall cover the common stock of PHI, each of the SARs granted to Executive under Section 3(b)(iv) shall immediately, and without further action of either the Employer or the Executive, convert to options in favor of Executive to purchase common stock of PHI (“Options”) in the manner provided below:

Registration Filing. No registration of ownership or security, financing statement or other instrument similar in effect covering any of the Collateral is on file in any registration, filing or recording office of any applicable jurisdiction except: (i) the Seller Registration; (ii) as of the Funding Date for the Initial Series and on each date thereafter, the UCC Financing Statements described in Section 3.02(d)(ii) and (iii) as of the Notice Date for the Initial Series and on each date thereafter, the Borrower Registration, the filing and registration in the Israeli Pledges Registry described in Section 3.02(d)(iii), and the Collateral Agent Registration.

Registration Filing