Registration Generally. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as the Warrant Agent may prescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrants or Warrant Certificates and of Transfers or exchanges of Warrants or Warrant Certificates as herein provided. The Company and the Warrant Agent may deem and treat any Person in whose name a Warrants or a Warrant Certificate is registered in the Warrant Register as the absolute owner of such Warrants or Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.
Registration Generally. Whenever required under this Article 2 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days;
(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement;
(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;
(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;
(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statement therein not misleading in light of the circumstances then existing;
(g) Cooperate with the selling Holders of Registrable Securities and the managing underwriters, if any...
Registration Generally. The Warrants shall be issued in registered form only. The Warrant Agent shall keep a registry (the “Registry”) of the Warrant Certificates and of their transfer and exchange. The Registry shall show the names and addresses of the respective Holders and the date and number of Warrants evidenced on the face of each of the Warrant Certificates, and record all exchanges, exercise, cancellation and transfers of the Warrants. Any Warrant Certificate may be surrendered for transfer, cancellation, exchange or exercise, in accordance with its terms, at the office of the Warrant Agent designated for such purpose. The Company and the Warrant Agent may deem and treat any Person in whose name a Warrant Certificate is registered in the Registry as the absolute owner of such Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.
Registration Generally. 5 3.1. Registration Procedures.........................................5 3.2.
Registration Generally. 3 (d) Restrictions on Registration................................. 8 (e) Additional Restrictions on Registration...................... 8
Registration Generally. Rubicon, upon delivery of the Registrable Securities, will pay all expenses of such registration, including, without limitation, printing charges, legal fees, and disbursements of counsel for Rubicon, blue sky expenses, accounting fees, and filing fees, but not including legal fees and disbursements of counsel to the Accurate Designs.
(i) Rubicon will take such reasonable steps which it determines, in its sole discretion, are necessary to permit the registration or qualification of the Registrable Securities under the laws of any state in which a Accurate Designs then resides on the written request to do so by such Accurate Designs, but in no event shall Rubicon be required to take such steps in any state other than those states in which the Registrable Securities were originally qualified or registered, and Rubicon shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. When qualification under applicable state securities laws is required, Rubicon shall take such action within ten days following the date on which Rubicon first files the registration statement. The costs of obtaining such state qualification shall be borne by Rubicon.
(ii) Rubicon shall promptly notify Accurate Designs of the effective date of any registration statement filed by Rubicon and the date on which the Registrable Securities become qualified or registered under the state securities laws of any state in which Rubicon obtains qualification or registration with respect to such shares.
(iii) Rubicon will indemnify and hold harmless Accurate Designs, individually, from and against any and all losses, claims, damages, expenses, liabilities, or actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement or arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein not misleadin...
Registration Generally. The Company shall cause to be kept at the office of the Warrant Agent designated for such purpose (such office to be located outside the United Kingdom) a warrant register (the “Warrant Register”) in which, subject to such reasonable regulations as the Warrant Agent may prescribe and such regulations as may be prescribed by law, the Company shall provide for the registration of Warrants or Warrant Certificates and of Transfers or exchanges of Warrants or Warrant Certificates as herein provided. The Company and the Warrant Agent may deem and treat any Person in whose name a Warrants or a Warrant Certificate is registered in the Warrant Register as the absolute owner of such Warrants or Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.
Registration Generally. You agree that:
(a) you will not register any Security Interest or that of any third party in the Equipment without our prior written consent;
(b) the Equipment provided under this Agreement is collateral for the purposes of the PPSA;
(c) this Agreement is a security agreement as defined in the PPSA;
(d) you will assist us to register a Financing Statement or Financing Change Statement on the PPSR as a Security Interest pursuant to the PPSA;
(e) you will not change your name, ACN or ABN or other details required on the PPSR, without notifying us;
(f) you waive your rights to receive a verification statement in respect of any Financing Statement or Financing Change Statement in respect of the Security Interest created pursuant to this Agreement;
(g) you must pay our costs of any discharge or necessary amendment of any Financing Statement or Financing Change Statement;
(h) You agree to sign any documents and provide all assistance and information to us required to facilitate the registration and maintenance of any security interest; and
(i) unless otherwise agreed in writing the parties agree not to disclose information of the kind referred to in Section 275(1) of the PPSA to any interested person, or any other person requested by an interested person and you waive any right you may have but for this clause under Section 275(7)(c) of the PPSA to authorise the disclosure of the above information.
Registration Generally. 5 (d) Restrictions on Registration.......................................................................10
Registration Generally. (a) The Company shall prepare and file with the SEC no later than the date that is thirty (30) days after the Issue Date:
(i) a Resale Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all of the Resale Securities (and which shall include no other securities); and
(ii) a Primary Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the issuance by the Company, in a primary registration, from time to time of Warrant Shares upon the exercise of the Warrants, to the Holders thereof. Each Registration Statement shall be prepared and filed on Form S-3 or another appropriate form permitting registration of the Registrable Securities on a delayed or continuous
