Registration for Resale. The Corporation intends to seek to create liquidity for the Shares held by the Executive prior to the Expiration Date. In the sole discretion of the Corporation, the Corporation may file with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 or Form S-3 (or similar form) sufficient to permit the public offering and sale of the Registrable Shares (as defined below) through all securities exchanges and over-the-counter markets on which the Corporation's Common Stock is then traded. For the purposes of this Agreement, "Registrable Shares" shall mean outstanding Shares and Shares issuable upon exercise of then-exercisable options held by the Executive and any other person holding registration rights substantially the same as the rights set forth in this Section 5, which Shares are not at that time the subject of an effective registration statement filed with the Commission. For the purposes of this Agreement, "Holders" shall mean all persons holding Registrable Shares.
Registration for Resale. Upon completion of the sale and transfer of the Xxx Xxxxx Shares to JML, JML shall also file a Form SB-2 or similar registration statement with the SEC covering the sale of up to 2,500,000 shares in the common stock of JML held, or to be held by current and future shareholders of JML.
Registration for Resale. The Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) to register the Shares for resale under the Securities Act within 90 days of the Closing Date and to use its commercially reasonable efforts to ensure the effectiveness of the registration statement for the Shares so that the Shares will be freely tradeable and fully registered as soon as practicable thereafter. The Company shall promptly prepare and file with the Commission such amendments and supplements to the registration statement and the prospectus used in connection therewith as may be necessary to keep the registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares until such time as all of the Shares have been disposed of. After the registration statement is declared effective, purchasers of Shares in the offering could sell their Shares by delivery of the resale prospectus included in such registration statement.
Registration for Resale. The Corporation intends to seek to create liquidity for the Shares held by the Executive. In the sole discretion of the Corporation, the Corporation may file with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 or Form S-3 (or similar form) sufficient to permit the public offering and sale of the Registrable Shares (as defined below) through all securities exchanges and over-the-counter markets on which the Corporation's Common Stock is then traded. For the purposes of this Agreement, "Registrable Shares" shall mean outstanding Shares held by the Executive and any other person holding registration rights substantially the same as the rights set forth in this Section 5, which Shares are not at that time the subject of an effective registration statement filed with the Commission. For the purposes of this Agreement, "Holders" shall mean the Executive and any person to whom the Executive has transferred Registrable Shares.
Registration for Resale. In case the Company is a reporting company under the Exchange Act and shall receive from any Holder or Holders of not less than fifteen percent (15%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 or any other form and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $500,000; (iii) if the Company shall furnish to the 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 and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the six (6) month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 1.4; (v) in any particular jurisd...
Registration for Resale. The Corporation intends to seek to create liquidity for the Shares held by the Executive prior to the Expiration Date. In the sole discretion of the Corporation, the Corporation may file with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 or Form S-3 (or similar form) sufficient to permit the public offering and sale of the Registrable Shares (as defined below) through all securities exchanges and over-the-counter markets on which the Corporation's Common Stock is then traded. For the purposes of this Agreement, "Registrable Shares" shall mean outstanding Shares and Shares issuable upon exercise of
Registration for Resale. The Company shall file a registration statement covering the resale of the Securities under the Securities Act of 1933, as amended (the “1933 Act”) within ten (10) Trading Days (as defined in the Convertible Note) from the date of this Agreement. The Registration Statement filed shall be on Form S-3 or Form S-1, at the option of the Company. The Company shall use its best efforts to cause the Registration Statement to be declared effective within 45 days of filing.
Registration for Resale. The Company has agreed to file a registration statement with the Securities and Exchange Commission to register the Shares for resale under the Securities Act within 90 days of issuance and to use its best efforts to have the registration statement declared effective promptly after filing. After the registration statement is declared effective, purchasers of common stock in the offering could sell their Shares by delivery of the resale prospectus included in such registration statement.
Registration for Resale. 6.1.1 For purposes of this Agreement, the term "Registrable Securities" shall mean (i) the shares of Buyer Common Stock acquired by the Sellers hereunder, (ii) any shares of Buyer Common Stock issued or issuable by the Buyer in respect of the shares of Buyer Common Stock acquired by the Sellers hereunder, whether by means of a stock split, stock dividend or otherwise, and (iii) any other securities issued or issuable by the Buyer in respect of the shares of Buyer Common Stock referred to in clauses (i) and (ii) above, whether by means of a merger, consolidation, recapitalization, reorganization or similar event, but only if at the time of registration the Buyer shall have listed such other securities for trading on a national securities exchange. Any of the foregoing securities will cease to be Registrable Securities if and when they (i) have been registered by the Buyer under the Securities Act and either (A) disposed of pursuant to such registration statement, or (B) such registration continues to be effective at the time of inquiry, (ii) have been sold, transferred, distributed or otherwise disposed of by a Seller (other than upon death by will or in accordance with the laws of descent and distribution), or (iii) first become eligible for sale pursuant to Rule 144 under the Securities Act.
Registration for Resale. If the Company shall at any time following the expiration of the Lock-up Period receives a written request from the Purchaser to sell all, but not less than all, of the Class A Common Shares freely to public investors in open market, the Company shall use its commercially best efforts to register such Class A Common Shares under the Securities Act. The Company’s obligation for registration shall terminate if the Class A Common Shares proposed to be sold by the Purchaser could be sold under Rule 144 or another similar exemption under the Securities Act.
