Registration; Listing. Prior to the first anniversary of the --------------------- Option Date, the Company shall (i) file, and continue in effect, registration statements on Form S-8 with respect to the shares covered by the Option, and (ii) cause the shares covered by the Option to be listed on the New York Stock Exchange and/or on such other securities exchange on which such shares are then listed and traded.
Registration; Listing. The Common Stock is registered as a class under Section 12(b) of the 1934 Act. The outstanding shares of Common Stock are listed, and the Shares are authorized for listing (subject to official notice of issuance), on the NYSE.
Registration; Listing. If any Common Shares required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any Governmental Authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified. If the Issuer shall list any Common Shares on any securities exchange or market it will, at its expense, list thereon, and maintain and increase when necessary such listing, of, all Warrant Shares from time to time issued upon exercise of this Warrant or as otherwise provided hereunder (provided that such Warrant Shares have been registered pursuant to a registration statement under the Securities Act then in effect), and, to the extent permissible under the applicable securities exchange rules, all unissued Warrant Shares which are at any time issuable hereunder, so long as any Common Shares shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.
Registration; Listing. The Company is eligible to register the resale of the Conversion Shares and Warrant Shares by the Subscribers under Form S-3 promulgated under the 0000 Xxx. The Conversion Shares and Warrant Shares are eligible for listing on the American Stock Exchange, and the Company has no reason to believe that the Conversion Shares and Warrant Shares will not be so listed.
Registration; Listing. If so requested by the Trustee, the Seller shall cause the Common Shares to be listed on the New York Stock Exchange, Inc. The Seller will, as promptly as practicable (but in any event within 75 days) after a request by the Trustee, prepare for filing at the Seller's expense a registration statement with the Securities and Exchange Commission sufficient to permit the public offering of such Common Shares in accordance with the terms of this Agreement, and the Seller will use its best efforts in all matters necessary or advisable to cause such registration statement to become effective as promptly as practicable and to remain effective for a reasonable period, all to the extent requisite to permit the sale or other disposition of such Common Shares. The Seller shall also use its best efforts to register or qualify the Common Shares so registered under the securities blue sky laws of such jurisdictions within the United States as the Trustee may reasonably request; provided, however, that the Seller shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then qualified.
Registration; Listing. Prior to the Closing, the parties shall negotiate a registration rights agreement (the “Registration Rights Agreement”) which shall become effective at the Effective Time and which shall include, among other customary terms, the following terms:
(a) Subject to the terms and conditions of this Agreement, in the event that the Stock Consideration does not equal zero, Purchaser covenants and agrees that (i) effective at the Closing, Purchaser shall prepare and file with the SEC a shelf registration statement (or, at Purchaser’s option, designate an existing shelf registration statement on file with the SEC) to permit resale by Seller, commencing promptly following the Closing, whether by means of an underwritten offering or otherwise, of the Purchaser Shares consisting of the Stock Consideration, (ii) Purchaser shall use its reasonable best efforts to keep such shelf registration statement continuously effective and in compliance with the Securities Act and usable for resale of such Purchaser Shares until the earlier of the resale by Seller of all such Purchaser Shares and the second anniversary of the Closing Date, and (iii) Purchaser shall reasonably cooperate with Seller to facilitate Seller’s resale of such Purchaser Shares (including, as applicable, by preparing and filing with the SEC a prospectus supplement with respect to a proposed offering of such Purchaser Shares, using reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of the applicable shelf registration statement, entering into a customary underwriting agreement, subject to customary confidentiality undertakings, making available due diligence information reasonably requested (and of the type customarily provided in connection with due diligence conducted in connection with a registered public offering of securities) by underwriters, attorneys and accountants, and otherwise providing customary cooperation for a resale transaction of the contemplated type).
(b) Purchaser shall not be required to effect a registration (including a resale of from an effective shelf registration statement) or an offering pursuant to this Section 4.19 during a black-out period during which Purchaser is not effecting sales or registrations of sales of Purchaser Shares generally. Purchaser and Seller agree to coordinate in good faith and Purchaser shall reasonably accommodate Seller’s preferred timeframe for effecting a sale of Purchased Shares. All sellin...
Registration; Listing. In the event that the Trust established pursuant to the Trust Agreement is terminated and the Trustee is obligated to dispose of the Common Shares, to the extent the Trustee deems reasonably necessary, the Seller shall cause the Common Shares to be listed on the New York Stock Exchange and shall, as promptly as practicable, after written request by the Trustee, register the Common Shares under the 1933 Act, prepare for filing at the Seller's expense a registration statement with the Securities and Exchange Commission sufficient to permit the public offering of such Common Shares in accordance with the terms of this Agreement, and the Seller will use its best efforts in all matters necessary to cause such registration statement to become effective as promptly as practicable and to remain effective for a reasonable period, all to the extent requisite to permit the sale or other disposition of such Common Shares. The Seller shall also use its best efforts to register or qualify the Common Shares so registered under the securities blue sky laws of such jurisdictions within the United States as the Trustee may reasonably request.
Registration; Listing. Within one (1) year after the date of this Agreement, ELC will file with the Securities and Exchange Commission (“SEC”) a registration statement under the Securities Act on Form S-1 (together with all amendments and supplements thereto, the “S-1 Registration Statement”) covering all of the shares of Common Stock issued by ELC pursuant to Section 1.6 (the shares of common stock which are required to be included under the S-1 Registration Statement are herein referred to as the “Registrable Stock”), and will apply or take other action to have all such shares of Registrable Stock listed on any principal exchange upon which shares of the Common Stock are then publicly traded. ELC shall use reasonable efforts to have such S-1 Registration Statement declared effective as promptly thereafter as possible, and shall maintain the effectiveness of the S-1 Registration Statement until the earlier of (a) the date on which all shares of the Registrable Stock covered by the S-1 Registration Statement have been sold by the Stockholder, or (b) the 24-month anniversary of the Closing Date. ELC shall bear all of the fees and expenses (other than underwriting or sales discounts and commissions incurred by the Stockholder) related to such registration, including (a) the cost of providing a reasonable number of copies of the applicable prospectus, as the same may be amended, to the Stockholder to permit sales under the S-1 Registration Statement and (b) the reasonable fees and expenses of one special counsel to the Stockholder (not to exceed $5,000) in connection with the review and filing of the S-1 Registration Statement.
Registration; Listing. As soon as practicable after the Closing, the Seller shall use commercially reasonable efforts to cause the Acquired Shares to be listed on the New York Stock Exchange, Inc. The Seller shall take all actions necessary or appropriate, at its own expense, to ensure that prior to any disposition of Acquired Shares by the Trustee in accordance with the Trust Agreement, a registration statement has been filed with the SEC (and remains effective) with respect to the Acquired Shares being so disposed. The Seller shall also use its commercially reasonable efforts to register or qualify such Acquired Shares under the securities blue sky laws of such jurisdictions within the United States as the Trustee may reasonably request, within seventy-five (75) days of such request; provided, however, that the Seller shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then qualified.
Registration; Listing. As soon as practicable after the Closing, the Seller shall cause the Common Shares to be listed on the New York Stock Exchange, Inc. The Seller will, after a written request by the Committee (as such term is defined in the Trust Agreement) to register under the 1933 Act such number of Common Shares as the Committee may from time to time direct, prepare for filing at the Seller's expense a registration statement with the Securities and Exchange Commission sufficient to permit the public offering of such Common Shares in accordance with the terms of this Agreement, and the Seller will use its best efforts in all matters necessary or advisable to cause such registration statement to become effective as promptly as practicable and to remain effective for a reasonable period, all to the extent requisite to permit the sale or other disposition of such Common Shares. The Seller shall also use its best efforts to register or qualify the Common Shares so registered under the securities and blue sky laws of such jurisdictions within the United States as the Trustee may reasonably request, provided, however, that the Seller shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then qualified.
