Registration Obligations Sample Clauses

Registration Obligations. (a) Any Takedown Request or Demand Request may be revoked by notice from the Stockholder to the Company at any time prior to the later of the filing of the corresponding Takedown Prospectus Supplement or the effective date of the Demand Registration Statement; provided that the Stockholder reimburses the Company for all reasonable, out-of-pocket expenses incurred by the Company in connection with such Takedown Request or Demand Request. The Stockholder may not make more than one Takedown Request or Demand Request in any 70-day period, including any Takedown Request or Demand Request that has been revoked as set forth in this Section 5.3(a), it being understood that (a) if any Underwritten Offering is consummated pursuant to a Takedown Request or a Demand Request, such 70-day period shall commence on the closing date of such offering and (ii) the Company shall not be obligated to effect any Takedown Request or Demand Request if, as of the date of the request, at least three Underwritten Offerings have been consummated within the trailing twelve-month period pursuant to a Takedown Request and/or Demand Request. (b) Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to postpone and delay, for reasonable periods of time not in excess of 60 days, but in no event more than twice in any 365-day period (a “Blackout Period”), the filing or effectiveness of any Takedown Prospectus Supplement or Demand Registration Statement or the offer or sale of any Registrable Securities thereunder if the Company shall determine in good faith that any such filing or the offering or sale of any Registrable Securities thereunder would (i) impede, delay or otherwise interfere with any pending or contemplated material acquisition, disposition, corporate reorganization or other similar material transaction involving the Company, (ii) based upon advice from the Company’s investment banker or financial advisor, materially and adversely affect any pending or contemplated financing, offering or sale of any class of securities by the Company, (iii) require disclosure of material non-public information which, if disclosed at such time, would not be in the best interests of the Company and its stockholders, or (iv) have a material adverse effect on the Company; provided, that in the event that the Company proposes to register Common Stock, whether or not for sale for its own account, during a Blackout Period, the Stockholder and its Subsidiaries shall h...

Registration Obligations. Neither the Company nor any of its Subsidiaries is under any obligation, contingent or otherwise, presently in effect or which will survive the Merger by reason of any agreement to register any of its securities under the Securities Act.

Registration Obligations. Neither Seller nor any of the Seller ------------------------ Subsidiaries is under any obligation, contingent or otherwise, which will survive the Effective Time by reason of any agreement to register any transaction involving any of its securities under the Securities Act.

Registration Obligations. Neither the Company nor any of its subsidiaries is under any obligation, contingent or otherwise, to register any of its securities under the Securities Act.

Registration Obligations. Upon demand by holders owning at least Fifty Percent (50%) of the outstanding Shares, the Company shall include the shares of Common Stock issuable upon conversion of the Series 6-A Preferred and exercise of the Warrants (the “Registrable Securities”) in a registration statement prepared by the Company and filed with the SEC within thirty (30) days of such demand (the “Registration Statement”); provided, that no demand shall be made sooner than the six month anniversary of the Closing and the Purchaser shall be entitled to only one demand to register the resale of the Registrable Securities pursuant to this Section 6.1. The Registration Statement will be on Form SB-2 or other appropriate form (as the Company shall determine in its sole discretion) and will permit the Registrable Securities to be offered on a continuous basis. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act by the SEC as promptly as possible after the filing thereof. The Company shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earliest of (a) the date on which all Registrable Securities have been sold, (b) the date on which all Registrable Securities may be sold immediately without registration of the offer and sale thereof under the Securities Act and without volume restrictions pursuant to Rule 144(k) of the Securities Act or (c) two years from the date the Registration Statement is declared effective by the SEC.

Registration Obligations. Except for the shares of Mid Penn Common Stock to be issued under Article III of this Agreement, neither Mid Penn nor any Mid Penn Subsidiary is under any obligation, contingent or otherwise, that will survive the Effective Time by reason of any agreement to register any transaction involving any of its securities under the Securities Act.

Registration Obligations. Except as set forth on Schedule 2(r), neither Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any agreement to register any of its securities under the Securities Act.

Registration Obligations. The Company shall prepare and file with the Commission a registration statement relating to the resale of the New Warrant Shares by the holders of the New Warrants under the Securities Act and use commercially reasonable best efforts to cause such registration statement to be declared effective by the Commission as soon as practical.

Registration Obligations. Within 120 days after the date hereof, taking into account the restrictions on resale of the IHI Shares pursuant to the pooling-of-interests rules, IHI shall file a registration statement under the 1933 Act covering the registration of the IHI Shares for resale by the Shareholders. In connection with such registration statement, IHI shall use its best efforts to cause such registration statement to become effective and to keep such registration statement effective until the earlier of (i) the second anniversary date of the effective date of the registration statement or (ii) the first date on which no Shareholder owns any of the IHI Shares. In connection with such registration statement, IHI shall, as expeditiously as reasonably possible: (a) use its best efforts to prepare and file with the SEC such amendments and supplements to such registration statement as may be necessary to comply with the provisions of the 1933 Act; (b) no less than twenty-four (24) hours prior to filing such registration statement or prospectus contained therein or any amendment or supplement thereto, furnish to each Shareholder copies of all documents proposed to be filed to permit the reasonable and timely review of statements contained in such documents pertaining to such parties and thereafter furnish to the Shareholders such number of copies of such registration statement, each amendment and supplement thereto, such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the IHI Shares to be received by them pursuant to this Agreement; (c) 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 Shareholders, and to keep such registration or qualification effective during the period such registration statement is to be kept effective, provided that IHI shall not be required to become subject to taxation, to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (d) use its best efforts to maintain the authorization for quotation of the securities covered by such registration statement on the Nasdaq National Market of the Nasdaq Stock Market, Inc.; and (e) notify each Shareholder, at any time when the Shareholders...