Registration of Conversion Shares. (i)The Company agrees that, no later than thirty (30) calendar days after the Conversion Share Delivery Date (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the “Registration Statement”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than seventy (70) calendar days following the Conversion Share Delivery Date) (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents of the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Conversion Shares, such Registration Statement shall register for resale such number of Conversion Shares which is equal to the maximum number of Conversion S...
Registration of Conversion Shares. Following the Closing Date, ASSAC shall use its commercially reasonable efforts to cause the Registration Statement (as that term is defined in the Registration Rights Agreement) to be declared effective by the Securities and Exchange Commission and shall otherwise comply with all of its covenants and agreements contained in the Registration Rights Agreement.
Registration of Conversion Shares. The Company will register the Conversion Shares on the terms of the Registration Rights Agreement (substantially in the form attached as Exhibit B).
Registration of Conversion Shares. 4.1 The Company shall prepare and file with the SEC a registration statement as soon as practical, which registration statement shall include the Conversion Shares and shares of Common Stock issuable pursuant to the Warrants ("Warrant Shares") and shall thereafter use its best efforts to have such registration statement declared effective within 90 days after the Closing Date (the "Target Date") and remain effective until the earlier of the date on which all the Conversion Shares are sold or two years after the Closing Date (the "Effective Period"). The Company shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective throughout the Effective Period and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Conversion Shares or Warrant Shares covered by such registration statement whenever the Buyer shall desire to sell or otherwise dispose of the same.
Registration of Conversion Shares. The Company shall file a registration statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act for the purpose of registering on or before April 30, 2025, resale of the Conversion Shares, and shall use its best efforts to keep such registration statement continuously effective under the Securities Act until all such shares covered by such registration statement have been sold or may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. The Company shall not be obligated to file a registration statement with respect to any Conversion Shares that have been sold or may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. If: (i) a registration statement is not effective with respect to any Conversion Shares the Company is obligated to register for resale on or before the date specified above; or (ii) after the effective date a registration statement ceases for any reason to remain continuously effective for all Conversion Shares for which it is required to be effective, or the Holder is not permitted to utilize the prospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of 40 trading days during any 12-month period (which need not be consecutive trading days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “Event Date”), then within 10 days following each such Event Date and within 10 days following each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate market value on the Event Date of the Conversion Shares that are not so registered or cannot be sold under an effective registration statement. The Holder shall provide to the Company in writing all information reasonably required by the Company to comply with its disclosure obligations in the registration statement imposed by the Securities Act and the regulations promulgated thereunder. Th...
Registration of Conversion Shares. AUGI shall register for re-sale the Conversion Shares issuable upon the conversion of the Merger Shares and shall file a registration statement with respect to such registration with the SEC no later than thirty (30) days after the Closing Date; provided, however, that Lifetime shall prior thereto have caused all Lifetime Stockholders to enter into a registration rights agreement with AUGI (the "Registration Rights Agreement") substantially in the form appended hereto as Exhibit F.
Registration of Conversion Shares. 17 Section 3.16 Exchange Agreement . . . . . . . . . . . . . . . . . . . . . . . . 19 ARTICLE IV Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 4.1 Conditions Precedent to the Obligation of the Company to Sell the Debentures and Warrants . . . . . . . . . . . . . . . 20 Section 4.2 Conditions Precedent to the Obligation of the Purchasers to Purchase the Debentures and Warrants. . . . . . . . . . . . . . 20 ARTICLE V Legends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 5.1 Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ARTICLE VI Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 6.1 General Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . 24
Registration of Conversion Shares. Within thirty (30) days of the conversion of the Notes, the Company shall file with the Commission a certain registration statement (the “Conversion Registration Statement”) covering the registration of the Conversion Shares. The Company shall be required to include all Conversion Shares for resale and offer on a continuous basis pursuant to Rule 415 in the Conversion Registration Statement; provided, however, that if all of the Conversion Shares of the Holders cannot be so included due to Commission Comments, then the Company may reduce, in accordance with the provisions of Section 1(c) hereof, the number of securities covered by the Conversion Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415.
Registration of Conversion Shares. The Company shall file with the United States Securities and Exchange Commission ("SEC") and use its best efforts to cause to be declared effective a Form S-1 Registration Statement or other appropriate form of registration in order to register for resale and distribution under the Securities Act of 1933, as amended (the "Securities Act"), all shares of Common Stock of the Company issuable upon voluntary or mandatory conversion of all Notes (the "Conversion Shares"). The obligations of the Company to so register the Conversion Shares are set forth in the registration rights agreement, dated of even date herewith and in the form of Exhibit B annexed hereto and made a part hereof (the "Registration Rights Agreement").
Registration of Conversion Shares. (a) Within seven (7) Business Days following the Restatement Date, the Parent will file with the SEC a registration statement (the "REGISTRATION STATEMENT") on Form S-3 or other appropriate form for the purpose of registering under the Securities Act the public resale of all of the Registrable Shares by the Holders in a non-underwritten offering. For purposes of this Agreement, "
