Registration of Exchange Shares Sample Clauses

Registration of Exchange Shares. (i) As soon as practicable after ANHI satisfies the requirements to register Common Stock on Form S-3 promulgated under the Securities Act (expected to be 12 months after the IPO Closing), ANHI shall file a registration statement on Form S-3 (the "Resale Registration Statement") covering any and all Exchange Shares owned by all Class B Members for which ANHI receives Registration Requests (as defined below). ANHI shall, at least thirty (30) days prior to such filing, notify each Member in writing of its intention so to do at such Member's address as it appears in the stock records of ANHI (the "Filing Notice"). If a Member desires to include any or all of such Member's Exchange Shares in the Resale Registration Statement, it shall (within ten (10) days after delivery of the Filing Notice) provide ANHI with a notice specifying the number of Exchange Shares, if any, it wishes to include in such registration statement ("Registration Request"). Upon receipt of a Registration Request, ANHI shall include such Exchange Shares among the securities covered by the Resale Registration Statement. To the extent permitted by law, ANHI agrees to pay all costs and expenses in connection with the preparation and filing of the Resale Registration Statement, except underwriting discounts and commissions attributable to the Exchange Shares registered by such Member.
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Registration of Exchange Shares. As soon as reasonably practicable after the filing of the Company’s Current Report on Form 8-K with respect to the consummation of the transaction contemplated under the Stock Purchase Agreement (the “Acquisition”), the Company shall file with the Commission a certain registration statement (the “Exchange Registration Statement”) covering the registration of the Exchange Shares. The Company shall be required to include all Exchange Shares for resale and offer on a continuous basis pursuant to Rule 415 in the Exchange Registration Statement; provided, however, that if all of the Exchange 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 Exchange Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415.
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Registration of Exchange Shares. Cause the Exchange Shares to be registered with the SEC, within one year from the date hereof in accordance with the Registration Rights Agreement. If PTEK fails to comply with the foregoing or fails to maintain such registration in effect until termination of the Registration Rights Agreement, PTEK shall, upon demand by Dxxx Group issue and deliver 225,000 additional shares of PTEK voting common stock to Dxxx Group, adjusted appropriately for stock dividends, stock splits, and other corporate transactions.
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Registration of Exchange Shares. The Issuer shall ensure, and shall cause the Company to ensure, that the Exchange Shares (and to the extent the QIPO is conducted by way of an offer and sale of depositary receipts evidencing depositary interests in the Exchange Shares, such shares and receipts evidencing the Exchange Shares) are or will be registered with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”), on an appropriate registration statement for the purpose of the QIPO or, if the Exchangeable Bond Holder (or holder of Exchange Shares) elects not to register any Exchange Shares for the purposes of the QIPO, on one or more subsequent registration statements to be promptly filed to and declared effective by the U.S. Securities and Exchange Commission upon the request of the Exchangeable Bond Holder (or holder of Exchange Shares).
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Registration of Exchange Shares. Consistent with the terms set forth in Annex II to this Agreement, Napo shall cause Jaguar to register the maximum number of Initial Exchange Shares and Subsequent Exchange Shares with the SEC.”
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Registration of Exchange Shares. (a) Pursuant to Section 6 of the Option Agreement, Seller hereby requests that Buyer include, and Buyer hereby covenants and agrees to include, the Exchange Shares among the shares Buyer registers for resale on the next resale Registration Statement on Form S-3 that Buyer files with the SEC (the “Next Registration Statement”). Notwithstanding the foregoing, Seller acknowledges and agrees that, in the event that the SEC or any managing underwriter or similar advisor requires the Buyer to reduce the number of securities registered for resale on the Next Registration Statement for any reason and, as a result of such required reduction, all or a portion of the Exchange Shares, at Buyer’s discretion, cannot be registered on Buyer’s Next Registration Statement, Seller shall not have any further right to register those Exchange Shares which were not registered on Buyer’s Next Registration Statement (the “Excluded Shares”) for resale; provided, however, that if after the six (6) month anniversary of the date hereof, the Excluded Shares cannot be sold under Rule 144 (as promulgated by the Commission pursuant to the Securities Act, “Rule 144”) due to a Public Information Failure (defined below), Buyer hereby covenants and agrees to file a separate registration statement with the SEC to register for resale the Excluded Shares, no later than 30 days after such six (6) month anniversary from the date hereof, and to use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as possible after such filing. Seller acknowledges and agrees that in the event of a Qualified Offering, Seller shall execute prior to or simultaneously with the consummation of such Qualified Offering such lock-up agreements as may be reasonably requested by the Buyer’s managing underwriter or placement agent for such offering so long as other stockholders of the Buyer holding a similar amount of Buyer’s securities also execute similar lock-up agreements. As used in this Section 5.9, the term “Seller”, as applied to the owner of Exchange Shares, shall include any of Seller’s members to whom the Exchange Shares may be transferred after the date hereof.
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Registration of Exchange Shares. Napo shall include in the Merger Agreement provisions, consistent with the terms set forth in Annex II to this Agreement, that Jaguar shall register the maximum number of Initial Exchange Shares and Subsequent Exchange Shares, together with any shares issuable in connection with interest payments under the Note, with the SEC.
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Related to Registration of Exchange Shares

  • Registration of Warrant Shares (a) If, at any time prior to the close of business on the [ ] anniversary of the Effective Date, there is no registration statement in effect for the Warrant Shares, the Company, upon the written request of holders of Warrants and of Warrant Shares representing an aggregate of 50% or more of the Warrant Shares, will file with the Securities and Exchange Commission under the Securities Act, such registration statements and amendments thereto and such other filings as may be required to permit the public offering and sale of such Warrant Shares in compliance with the Securities Act. The Company shall be required to register Warrant Shares no more than once pursuant to this Section 5.01(a).

  • Registration of Shares The Issuer agrees that it will take all action necessary to register shares under the 1933 Act (subject to the necessary approval of its shareholders) so that there will be available for sale the number of shares Distributors may reasonably be expected to sell. The Issuer shall make available to Distributors such number of copies of its currently effective Prospectus and Statement of Additional Information as Distributors may reasonably request. The Issuer shall furnish to Distributors copies of all information, financial statements and other papers which Distributors may reasonably request for use in connection with the distribution of shares of the Issuer.

  • Delivery and Registration of Shares of Common Stock TCF Financial’s obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state, or local securities law or regulation. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities law or regulation. TCF Financial shall not be required to deliver any shares upon exercise of the Option prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule, or regulation, as the Committee shall determine to be necessary or advisable.

  • Registration of Warrants The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

  • Registration of the Shares Compliance with the Securities Act. --------------------------------------------------------------

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Registration of Warrant The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Registration of Subscribed Shares (a) Subject to Section 5(c), the Company agrees that, within thirty calendar days following the Closing Date, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Subscribed 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, but in any event no later than ninety calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within five Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission 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 Subscribed Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares as is permitted by the Commission. In such event, the number of Subscribed Shares or other shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata, unless otherwise directed in writing by a selling stockholder as to its securities to register fewer securities, among all such selling stockholders (except that such pro rata reduction shall not apply with respect to any securities the registration of which is necessary to satisfy applicable listing rules of a national securities exchange) and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall use its commercially reasonable efforts to amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Subscribed Shares and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than thirty calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to ninety calendar days (or one hundred twenty calendar days if the Commission notifies the Company that it will “review” such Registration Statement) after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within five Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Additional Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5.

  • Registration of Ordinary Shares The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

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