Registration of Consideration Shares. (a) Parent shall exercise commercially reasonable efforts to either amend a current Registration Statement on Form S-3 or file a new Registration Statement on Form S-3 (in either case, the “Registration Statement”) within sixty (60) days after the Closing Date to provide for the resale of all Consideration Shares issued to Seller pursuant to Section 4.4. Parent shall use commercially reasonable efforts to cause any such Registration Statement to become effective as soon as practicable following the filing thereof.
Registration of Consideration Shares. Within sixty (60) days of Closing, the Corporation, at the Corporation's sole expense, shall use commercially reasonable efforts to file with the United States Securities and Exchange Commission (the "SEC") a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-1 or, if available, Form SB-2 or Form S-3, or any similar or successor form, to register the resale of the Consideration Shares, which are not then registered under the Securities Act or are not otherwise tradable without restriction under Rule 144(k) of the Securities Act; provided however that the Holder may waive the requirement that the Corporation file a registration statement with respect to the Consideration Shares within sixty (60) days of Closing and thereafter shall have the right to cause the Corporation to file such a registration statement upon thirty (30) days notice to the Corporation. The Corporation shall use reasonable commercial efforts to cause such registration statement to be declared effective within ninety (90) days of filing a registration statement under this Section 2.2, unless the Chief Executive Officer of the Corporation provides Holder with a certificate certifying that the reason(s) the registration statement was not effective was due to factors reasonably beyond the Corporation's control. The Corporation shall use its best efforts to keep the Registration Statement continuously effective until the date on which all Consideration Shares covered by such Registration Statement have been sold or may be sold under Rule 144 or another applicable exemption under the Securities Act. In connection with the foregoing, the Corporation shall promptly file with the SEC such amendments to a registration statement as may be necessary to keep such registration statement effective. The Corporation shall bear all reasonable expenses incurred in connection with the registration of Consideration Shares pursuant to this Section 2.2., including all printing, legal and accounting expenses incurred by the Corporation and all registration and filing fees. It shall be a condition precedent to the obligations of the Corporation to take any action pursuant to this Section 2.2 that the Holder shall furnish to the Corporation such information regarding themselves, the Consideration Shares held by them and the intended method of disposition of such securities as shall be reasonably required to effect the registration of their Consideration Shares an...
Registration of Consideration Shares. 25.1 The Guarantor shall use commercially reasonable efforts to prepare and file as promptly as reasonably practicable (but in any event not more than twenty (20) Business Days after the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Completion Date) with the SEC a prospectus supplement (the ʺProspectus Supplementʺ) under its Registration Statement on Form S-3 (333-238064) (the ʺRegistration Statementʺ) providing for the registration and resale, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, of the Consideration Shares held by each of the Holders (or which will be held by any of the Holders upon completion of the transfers contemplated by Clause 24.1), each of which Holders shall be identified therein along with the number of Consideration Shares held by such Holder and deemed registered thereunder. The Guarantor shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date on which all of the Consideration Shares covered by such Registration Statement have been sold and (ii) the date on which the Consideration Shares become eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act (such period, the ʺEffectiveness Periodʺ). During the Effectiveness Period, the Guarantor will file any supplements to the Prospectus Supplements required to be filed by applicable law in order to incorporate into the Prospectus Supplements any information necessary so that (x) the Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, (y) the Guarantor complies with its obligations under Item 512(a)(1) of Regulation S-K, and (z) the Consideration Shares held by any Holder not named in the Prospectus Supplement that would have otherwise been included therein pursuant to the first sentence of this Clause 25.1 and Clause 24.1, shall become included therein or otherwise become registered under the Registration Statement. ʺHoldersʺ shall mean the Vendor and any person to whom the Vendor will transfer or has transferred, directly or indirectly, Cons...
Registration of Consideration Shares. If Section 144 Exemption Not Available To Sellers. In the event that Sellers desire to sell any Consideration Shares that have been released to them (including, but not limited to, pursuant to Section 7.4 above), but at such time all such released Consideration Shares are not eligible to be sold pursuant to Rule 144 under the Securities Act of 1933 (the “Securities Act”) other than where both: (i) there has been no acquisition of Buyer as set forth in Section 7.4 above and (ii) the one (1) year holding period of Rule 144 has not expired, then in accordance with the procedures and limitations set forth below, Sellers shall have the right to request one registration of up to all of the Consideration Shares, subject to Section 7.7.3 (the “Demand Registration”).
Registration of Consideration Shares. 18.12 If Wako obtains a listing on a major US stock exchange, Wako shall include the Consideration Shares and Earn Out Shares as part of its shares to be listed on such exchange, subject to the extent of its ability to do so based on all applicable rules and regulations of such exchange.
Registration of Consideration Shares. (a) Promptly (but in any event no later than ninety (90) days) after the Closing Date (the “Filing Deadline”), Parent shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a Form S-3 registration statement covering the resale of all of the Parent Consideration Shares (the “Registration Statement”). Parent shall use commercially reasonable efforts to, as soon as reasonably practicable following the filing of the Registration Statement, cause such Registration Statement to be declared effective by the SEC.
Registration of Consideration Shares. 8.1 Consideration Each issue of the Consideration Shares whether in satisfaction of the Base, Retention or each Earn Out Payment shall not be registered (and shall be exempt from registration) under the United States Securities Act of 1933, as amended (the "Securities Act").
Registration of Consideration Shares. As promptly as practicable, and in any event not later than the tenth (10th) Business Day after the later to occur of (i) the Closing and (ii) the date on which the Purchaser files its annual report on Form 10-K with the SEC for the fiscal year ended December 31, 2005, the Purchaser shall file a registration statement with the SEC, on Form S-3 or other appropriate Form, with respect to the registration of the Consideration Shares for public sale by the Sellers. The terms and conditions of such registration shall be as set forth on Exhibit 7.16 attached hereto.
Registration of Consideration Shares. The provisions of this Article 4 shall only apply in the event the Buyer elects to issue Consideration Shares to the Sellers.
Registration of Consideration Shares
