Registration of Buyer Shares. The Shareholders and Buyer shall have the rights and obligations set forth in the Registration Rights Addendum attached hereto with respect to the registration of the Buyer Shares for sale and other matters addressed therein.
Registration of Buyer Shares. 48 6.4 Reorganization..............................................55 6.5 Expenses....................................................56 6.6 Non-Competition.............................................56
Registration of Buyer Shares. (a) Within 90 days after the Closing, Buyer will use reasonable efforts to file a registration statement on Form S-3 (or any successor short form registration) under the Securities Act with the SEC covering the Buyer Shares delivered to Sellers pursuant to Section 1.1(a)(i). Buyer will use reasonable efforts to cause the SEC to declare effective such registration statement as soon as practicable after the filing thereof with the SEC.
Registration of Buyer Shares. Subject to the terms and conditions of this Agreement, the Buyer shall prepare and file with the SEC, within 90 days from the release of the Buyer Shares as provided in Section 2.1(B) of this Agreement, a registration statement on SB-2 (or, if the Company is then eligible, on Form S-3) under the Securities Act for the registration for the resale by Sellers of the Buyer Shares to be issued under this Agreement.
Registration of Buyer Shares. (a) The Buyer Shares shall be offered, sold and issued in compliance with the Securities Act and the securities laws of any state, including under any “blue sky” laws. Within ten (10) Business Days following the Closing Date, the Buyer shall file with the SEC the Registration Statement and shall use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable thereafter; provided, however, that, if the Buyer is a WKSI at the time of filing the WKSI Registration Package with the SEC, the Buyer may instead, at its election and in its sole and absolute discretion, on or prior the date that is ten (10) Business Days following the Closing Date, file with the SEC a WKSI Registration Package (a “WKSI Shelf Election”). If (i) neither a Registration Statement nor a WKSI Registration Package, as applicable, has been filed with the SEC within ten (10) Business Days following the Closing Date or (ii) in the event no WKSI Shelf Election has been made, the Registration Statement has not been declared effective by the SEC within sixty (60) days following the Closing Date, then within ten (10) days after (i) or (ii) above, as applicable, (A) the Buyer shall pay to the Stockholders, in accordance with their respective Pro Rata Share, an aggregate amount in cash equal to the Share Purchase Price by wire transfer of immediately available funds into accounts designated by the Stockholder Representative in writing and (B) the Stockholders shall furnish to the Buyer all documentation reasonably requested by Buyer necessary for the cancellation of the Buyer Shares, and Buyer shall be permitted to cancel such Buyer Shares and Stockholders shall have no further right, title or interest thereto.
Registration of Buyer Shares. (a) If pursuant to Section 1.3, the Seller receives shares of common stock of CGC as Buyer Shares:
Registration of Buyer Shares. 24 5.10 Cancellation of eSupplies Promissory Note and Release of Security.............................................28 5.11 Certificates Representing Buyer Shares..........................28
Registration of Buyer Shares. Each Seller understands that none of the Buyer Shares issued to such Seller pursuant to this Agreement has been, or shall upon delivery be, registered under the Securities Act and that the certificates evidencing all such securities shall bear a legend to that effect. Each Seller also understands that such securities are being offered and sold to such Seller pursuant to an exemption from the registration provisions of the Securities Act and exemptions from the qualification or registration provisions of applicable state securities laws, based in part upon his or its representations contained in this Agreement and that, pursuant to these laws, each Seller must hold any Buyer Common Stock which he or it may be or it may receive under this Agreement or the Note (if converted in whole or in part) indefinitely unless such Buyer Common Stock is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available to a Seller for the acquisition of any Buyer Common Stock which he or it may receive under this Agreement or the Note (if converted in whole or in part). Each Seller acknowledges that the Company has no obligation to register or qualify any Buyer Common Stock for resale except as set forth in this Agreement. Each Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for any such Buyer Common Stock so received, and on requirements relating to the Company which are outside of the Seller’s control, and which the Company is under no obligation and may not be able to satisfy. Each Seller understands that this offering is not intended to be part of any public offering, and that no Seller will be able to rely on the protection of Section 11 of the Securities Act.
Registration of Buyer Shares. 8 Section 3.02. Buyer Underwritten Registrations........................................................ 8 Section 3.03. Obligations of Recipients............................................................... 9 Section 3.04. Lock-Up................................................................................. 9
Registration of Buyer Shares. (a) Buyer shall prepare and shall file with the Securities and Exchange Commission (the "SEC"), not later than the Shelf Filing Date (as defined below) a "shelf" registration statement (the "Shelf Registration") pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") providing for the sale by each recipient of the Registrable Securities (as defined below), pursuant to this Agreement or the Merger. For purposes of this Section 3.01(a), the "Shelf Filing Date" shall be the earlier of (i) the date that is 120 days after the effective date (such effective date being referred to herein as the "IWO Effective Date") of the merger (the "IWO Merger")contemplated by the Agreement and Plan of Merger by and among Buyer, Northeast Unwired Inc. and IWO Holdings, Inc. dated as of December 19, 2001 (the "IWO Merger Agreement") and (ii) the date that is 30 days after a termination of the IWO Merger Agreement pursuant to its terms. Buyer agrees to use reasonable best efforts to cause the registration statement to be declared effective as soon as practicable after it has been filed with the SEC. Buyer agrees to use its reasonable best efforts to keep such Shelf Registration continuously effective for a period ending on the earliest to occur of (i) the second anniversary of the effective date of such Shelf Registration, (ii) the date on which all Registrable Securities covered thereby have been sold or otherwise transferred or disposed of by the Members, and (iii) the date upon which all of such Registrable Securities that have not been otherwise transferred or disposed may be sold by the Member holders thereof within three months of such date pursuant to Rule 144 under the Securities Act. For purposes of this Section 3.01(a), "
