Common use of Registration of Consideration Shares Clause in Contracts

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 and to execute such documents in connection with such registration as the Corporation may reasonably request. The Holder shall be responsible for its legal and accounting expenses and all brokerage commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of Consideration Shares.

Registration of Consideration Shares. Within sixty (60a) days of ClosingPromptly (but in any event no later than ninety (90) days) after the Closing Date (the “Filing Deadline”), the Corporation, at the Corporation’s sole expense, Parent shall use commercially reasonable efforts to prepare and file with the United States U.S. Securities and Exchange Commission (the “SEC”) a Form S-3 registration statement under covering the Securities Act resale of 1933, as amended all of the Parent Consideration Shares (the “Securities ActRegistration Statement”). Parent shall use commercially reasonable efforts to, on Form S-1 or, if available, Form SB-2 or Form S-3, or any similar or successor form, to register as soon as reasonably practicable following the resale filing of the Consideration SharesRegistration Statement, 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 Registration Statement to be declared effective within ninety by the SEC. (90b) days of filing a registration statement under this Section 2.2After the Registration Statement has been declared effective by the SEC, 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 Parent shall use its best commercially reasonable efforts to keep the Registration Statement continuously effective until the earlier of (i) the fifth (5th) anniversary of the Closing Date, and (ii) the date on which that all Parent Consideration Shares covered by such the Registration Statement have been are sold or may are able to be sold under by the holders thereof by relying on Rule 144 or another applicable exemption under the Securities ActAct without any restriction, including volume limitation. In connection with Without limiting the foregoing, the Corporation Parent shall promptly (A) prepare and file with the SEC such amendments to a registration statement the Registration Statement and amendments or supplements to the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective. The Corporation shall bear all reasonable expenses incurred in connection comply 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 provisions 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 and to execute such documents in connection with such registration as the Corporation may reasonably request. The Holder shall be responsible for its legal and accounting expenses and all brokerage commissions and taxes of any kind (including, without limitation, transfer taxes) Securities Act with respect to any disposition, the sale or transfer other disposition of all Parent Consideration Shares included in the Registration Statement and (B) register or qualify the Parent Consideration Shares included in the Registration Statement under the applicable state securities or blue sky laws. (c) Parent will pay all expenses associated with the Registration Statement and any amendments or supplements thereto, and any actions or filings necessary to maintain the effectiveness of the Registration Statement, including filing and printing fees, the fees and expenses of Parent’s counsel and accounting fees and expenses, costs associated with clearing the Parent Consideration Shares for sale under applicable state securities laws and listing fees, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Parent Consideration Shares being sold. (d) For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, Parent may suspend the use of any prospectus included in any Registration Statement contemplated by this Section 1.12 in the event that the Parent determines in good faith that such suspension is necessary to (i) delay the disclosure of material nonpublic information concerning the Parent, the disclosure of which at the time is not, in the good faith opinion of the Parent, in the best interests of the Parent or (ii) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that Parent shall promptly (A) notify each holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an holder) disclose to such holder any material nonpublic information giving rise to an Allowed Delay, (B) advise the holders in writing to cease all sales under such Registration Statement until the end of the Allowed Delay and (C) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. (e) The term (i) “Participating Securityholders” for purposes of this section shall mean (A) the Participating Securityholders, (B) the Management Carveout Plan Recipients and (C) Permitted Purchaser Share Transferees who are transferred the right to receive Parent Consideration Shares in accordance with this Section 1, and who shall have third-party beneficiary rights under this Section 1; and (ii) “Parent Consideration Shares” for purposes of this section shall mean (A) the shares of Parent Consideration Shares issued to the Participating Securityholders (as defined in this Section 1.12(e)) under this Agreement and (B) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing in clause (ii)(A).

Registration of Consideration Shares. Within sixty (60) days of Closing, the Corporation, at the Corporation’s '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 '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 and to execute such documents in connection with such registration as the Corporation may reasonably request. The Holder shall be responsible for its legal and accounting expenses and all brokerage commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of Consideration Shares.

Registration of Consideration Shares. Within sixty (60) days of Closing, the Corporation, at the Corporation’s sole expense, The Buyer shall use commercially reasonable its best 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 Shares under the Securities Act in accordance with the terms of the Registration Rights Agreement. The shares of Consideration Shares to be issued by the Buyer in accordance with this Agreement are being issued in a transaction exempt from registration under the Securities Act, by reason of Section 4(a)(2) thereof and/or Regulation D promulgated thereunder (a “Private Placement”) and, therefore, may not be re-offered or are not otherwise tradable without restriction under Rule 144(k) resold other than in conformity with the registration and/or qualification requirements of the Securities Act; provided however that the Holder may waive the requirement that the Corporation file a registration statement Act and other applicable State blue sky securities laws and regulations or pursuant to an exemption therefrom. The certificates issued by Buyer with respect to the Consideration Shares within sixty issued hereunder shall be legended to the effect described above and shall include such additional legends as necessary to comply with applicable U.S. federal securities laws, State blue sky securities laws and such other restrictions as shall be set forth in the Lock Up Agreement. Buyer shall use commercially reasonable efforts to prepare and file a selling shareholder registration statement with the SEC covering the resale of the Consideration Shares. Buyer shall use commercially reasonable efforts to effect such filing prior to forty-five (6045) days of after Closing in accordance with the terms 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 conditions of the Corporation provides Holder with a certificate certifying that the reason(s) Registration Rights Agreement. Buyer shall be required to keep 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 current and effective until such date that is the earlier of (i) the date on as of which all Consideration Shares covered by such Registration Statement have been sold the Seller 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 transferee of Seller receiving Consideration Shares pursuant to this Section 2.2., including a Permitted Transfer (as such term is defined in the Lock-Up Agreement) may sell 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 registered for resale thereon without restriction pursuant to Rule 144, or (ii) the intended method date when all of disposition of such securities as shall be reasonably required to effect the registration of their Consideration Shares and to execute registered thereunder shall have been sold by Seller or such documents in connection with transferees. The Buyer shall take such registration actions as the Corporation Company may reasonably request. The Holder shall be responsible for its legal and accounting expenses and all brokerage commissions and taxes of any kind (including, without limitation, transfer taxes) with respect request to any disposition, sale or facilitate the transfer of Consideration Sharesshares to which would otherwise be a Permitted Transfer pursuant to the Lock Up Agreement.

Registration of Consideration Shares. Within (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 Closing, the Corporation, at the Corporation’s sole expense, all Consideration Shares issued to Seller pursuant to Section 4.4. Parent shall use commercially reasonable efforts to file with cause any such Registration Statement to become effective as soon as practicable following the United States Securities filing thereof. (b) Seller shall furnish all information reasonably requested by Parent for inclusion in the Registration Statement 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 Corporationrelated prospectus. 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 Parent shall use its best commercially reasonable efforts to have the Registration Statement promptly declared effective by the SEC. Parent shall use commercially reasonable efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for sales of all such Consideration Shares at all times until the earlier of (i) the date as of which Seller may sell all of the Consideration Shares without restriction pursuant to the last sentence of Rule 144(b)(1)(i) promulgated under the Securities Act (or successor thereto) or (ii) the date on which Seller shall have sold all the Consideration Shares covered (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that Parent shall not be liable with respect to any information furnished to Parent by or on behalf of Seller specifically for use in the preparation of such Registration Statement have been sold (including any amendments or may be sold under supplements thereto and prospectuses contained therein). (c) Parent shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 144 or another applicable exemption 424 promulgated under the Securities Act. In , the prospectus and prospectus supplements, if any, to be used in connection with sales of the foregoing, Consideration Shares under the Corporation Registration Statement. (d) Parent shall promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a any registration statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Consideration Shares covered by the Registration Statement until such time as all of such Consideration Shares shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement. (e) Upon request of Seller, Parent shall furnish to Seller, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus included in such registration statement effective. The Corporation shall bear and all reasonable expenses incurred in connection with the registration amendments and supplements thereto (or such other number of Consideration Shares pursuant to this Section 2.2.copies as Seller may reasonably request) and (iii) such other documents, including all printingcopies of any preliminary or final prospectus, legal as Seller may reasonably request from time to time. (f) Parent shall use commercially reasonable efforts to (i) register 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, qualify the Consideration Shares held covered by them and the intended method of disposition Registration Statement under such other securities or “blue sky” laws of such securities jurisdictions in the United States as Seller reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Consideration Shares for sale in such jurisdictions; provided, that Parent shall not be reasonably required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to effect qualify but for this Section, (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. Parent shall promptly notify Seller of the registration of their Consideration Shares and to execute such documents in connection with such registration as the Corporation may reasonably request. The Holder shall be responsible for its legal and accounting expenses and all brokerage commissions and taxes receipt by Parent of any kind (including, without limitation, transfer taxes) notification with respect to the suspension of the registration or qualification of any dispositionof the Consideration Shares for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose. (g) Parent shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration statement, or the suspension of the qualification of any Consideration Shares for sale in any jurisdiction and, if such an order or transfer suspension is issued, to obtain the withdrawal of such order or suspension as promptly as possible and to notify Seller of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. (h) With a view to making available to Seller the benefits of Rule 144 promulgated under the Securities Act (“Rule 144”) or any other similar rule or regulation of the SEC that may at any time permit Seller to sell securities of Parent to the public without registration, Parent will use commercially reasonable efforts to (i) make and keep public information available, as those terms are understood and defined in Rule 144, and (ii) file with the SEC in a timely manner all reports and other documents required of Parent under the Securities Act and the Exchange Act, in each case for so long as Parent remains subject to such requirements and the filing of such reports and other documents is required for the sale of the Consideration SharesShares by Seller under the applicable provisions of Rule 144.