Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to Seller’s shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller will use its reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that di...
Registration of Buyer Common Stock. 11.15.1 No later than the Closing Date, Buyer shall file with the SEC an “automatic shelf registration statement,” as such term is defined under Rule 405 promulgated under the Securities Act, on Form S-3 (the “Shelf Registration Statement”), that shall include a prospectus (together with any amendments or supplements thereto, the “Prospectus”) registering the public resale of the shares of Buyer Common Stock (the “Registrable Shares”) issued under this Agreement from time to time from and after the Closing Date. “
Registration of Buyer Common Stock. (a)The Buyer shall prepare, and, as soon as practicable but in no event later than the 30 days after the closing date, file with the SEC the a registration statement on Form S-1 (the “Registration Statement”) or other applicable form for registration pursuant to the Securities Act, covering the issuance and sale by the Buyer to the persons named on Schedule 8 to this Agreement of the shares of Buyer Common Stock set forth in such Schedule 8 (the “Covered Shares”). The persons to whom the Covered Shares are to be issued are referred to as the “Designated Persons.” The Buyer shall use its best efforts to have the registration statement declared effective by the SEC as soon as practicable, but in no event later than 9:30 A.M. on January 2, 2019 (the “Effectiveness Time”). To the extent that the Buyer is required to keep the Registration Statement effective subsequent to the issuance of the Covered Shares, the Buyer shall keep the Registration Statement current and effective until all of the Covered Shares are sold or such earlier date as the Buyer is no longer required to maintain the effectiveness of the Registration Statement in order for any Designated Person to sell his Covered Shares, such period being referred to as the “Registration Period.”
Registration of Buyer Common Stock. Buyer shall enter into a Registration Rights Agreement with the CIS Sponsor and any other such parties with the rights to require the Buyer to register any securities of the Buyer held by such parties under the Securities Act of 1933, as amended, to terminate such demand registration rights and grant such parties piggyback registration rights, a form of which shall be mutually agreed upon by the parties prior to Closing (the “Registration Rights Agreement”).
Registration of Buyer Common Stock. (a) Buyer represents that it is eligible to use Form S-3 under the Securities Act to effect registration of the Registrable Securities for resale by the Stockholders. Buyer will use its best efforts to effect the registration and qualification of the Registrable Securities in connection therewith, Buyer shall:
Registration of Buyer Common Stock. Buyer understands and acknowledges that Seller intends to distribute shares of Buyer Common Stock constituting a portion of the Purchase Price at Closing to certain members and beneficial owners of CEP II, which is the parent company of Seller, as contemplated by Section 2.6(c) (the “Selling Members”). Buyer covenants and agrees to register the resales of the Buyer Common Stock by Seller and the Selling Members by filing the Registration Statement, as promptly as practicable after the Closing. Buyer shall provide Seller with a reasonable opportunity to review and comment on the Registration Statement prior to filing. Buyer shall have no obligation to include in the Registration Statement shares of Buyer Common Stock of Seller or any Selling Member who has failed to provide the information required by Section 10.1(j) or such other information that, in the opinion of counsel to Buyer, is reasonably required in order for the Registration Statement to comply with the Securities Act, including without limitation, written confirmation from Seller to Buyer of the receipt of Buyer Common Stock by Seller and each such Selling Member. If, as a result of any act or omission on the part of Buyer or the failure of Buyer to obtain the consent of Ernst & Young LLP to the filing of the Registration Statement, the Registration Statement has not been filed on or prior to 9:30 a.m. New York, New York time on October 2, 2008 (or if pursuant to Article III, the Closing Date is later than September 30, 2008, then on or prior to 9:30 a.m. New York, New York time on the second Business Day following the Closing Date), then Seller shall be entitled to a payment by Buyer with respect to the shares of Buyer Common Stock required to be registered hereunder, as liquidated damages and not as a penalty, of $1,000,000 per Business Day commencing after 9:30 a.m. New York, New York time on October 2, 2008 (or if pursuant to Article III, the Closing Date is later than September 30, 2008, then commencing on the second Business Day following the Closing Date) until the earlier of (i) the filing of the Registration Statement and (ii) such time as the Buyer Common Stock becomes eligible for resale under SEC Rule 144; provided, however, that the aggregate amount of liquidated damages payable by Buyer pursuant to this Section 13.2 shall not exceed $20,000,000; and provided further, however, that Buyer shall not be obligated to pay such liquidated damages if Buyer is unable to file (or is delayed ...
Registration of Buyer Common Stock. Buyer agrees to prepare and file with the SEC a prospectus supplement to its currently effective shelf registration statement on Form S-3 (the “Prospectus Supplement”) for the benefit of Seller covering all of the Buyer Common Stock to be issued as the Stock Purchase Price. The Prospectus Supplement shall cover resales from time to time on the New York Stock Exchange at prices current at the time of sale and shall be filed as soon as reasonably practicable after the date of this Agreement. Buyer shall provide Seller with a reasonable opportunity to review and comment on the Prospectus Supplement. The Prospectus Supplement shall become effective upon the filing thereof pursuant to Section 462(e) under the Securities Act and Buyer agrees to use its commercially reasonable best efforts to cause the Prospectus Supplement to remain effective for a period of one (1) year commencing on the Closing Date (subject to the terms of the Registration Rights Agreement).
Registration of Buyer Common Stock. Buyer shall effect the registration of the Buyer Common Stock underlying the Purchase Price in accordance with the provisions of and its obligations under the Registration Rights Agreement, which shall be in a form mutually agreed upon by the parties prior to Closing (the “Registration Rights Agreement”).
Registration of Buyer Common Stock. (a) Buyer shall use all reasonable efforts to cause the Buyer Common Stock issued in exchange for Target Stock and Buyer Common Stock issuable upon exercise of the Target Warrants (collectively, "Registrable Buyer Common Stock") to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file with the SEC within forty five (45) days following the Closing, and shall use all reasonable efforts to cause to become effective no later than ninety (90) days following the Closing, a registration statement (the "Registration Statement") on Form S-3 or on such other form as is then available under the Securities Act covering such Buyer Common Stock; provided, however, that each holder of such Buyer Common Stock shall provide all such information and materials to Buyer and take all such action as may be required in order to permit Buyer to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registration Statement. Such provision of information and materials is a condition precedent to the obligations of Buyer pursuant to this Section 6.15. Buyer shall not be required to effect more than one (1) registration under this Section 6.15. The offering made pursuant to such registration shall not be underwritten.
Registration of Buyer Common Stock. Buyer meets all applicable legal requirements that must be met in order to permit Buyer's registration of the sale of the Buyer Common Stock on SEC Form S-3 and Buyer's obtaining all necessary state securities law or "Blue Sky" permits and approvals required in connection with the sale of such Buyer Common Stock, and there is no fact or circumstance known to Buyer that could reasonably be expected to delay or prevent the effectiveness of such S-3 Registration Statement or the issuance or approval of such permits and approvals.
