Registration of Parent Common Stock. (a) As promptly as reasonably practicable (and in any event, within fifty days) following the date hereof, Parent shall prepare and file with the SEC a Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to PLMT’s shareholders at PLMT’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Parent Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). PLMT will furnish to Parent the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Parent on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Parent shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Parent and PLMT will use their reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the PLMT shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Parent will advise PLMT, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or PLMT, or any of their respective affiliates, officers or directors, should be discovered by Parent or PLMT which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under ...
Registration of Parent Common Stock. (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days after the Closing Date, Parent shall cause to become effective with the SEC a registration statement on Form S-3 (the “Resale Registration Statement”) to register the resale of the shares of Parent Common Stock delivered as Stock Consideration (together with (i) shares of Parent Common Stock delivered as stock consideration under the Institutional Seller SPA and (ii) any securities into which the Parent Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of Parent, the “Registrable Securities”) and providing for the sale of such Registrable Securities from time to time pursuant to such method of distribution as the holders of such Registrable Securities may from time to time elect. Parent shall use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable and to keep such Resale Registration Statement continuously effective for a period from the date of its initial effectiveness until the earlier of three years after the Closing Date and such time as there are no Registrable Securities outstanding (such date, the “Registration Rights Termination Date”). Notwithstanding the foregoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay the effectiveness or continued use of the Resale Registration Statement to the extent reasonably necessary; provided, that (i) the length of any deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than once in any 12-month period; and provided that Parent may exercise this right or the right set forth in the last sentence of Section 4.2(b)(i) but not both during such 12-month period.
Registration of Parent Common Stock. (a) As soon as practicable, Parent shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") registering the Parent Shares for resale to the public. Parent shall use its best efforts to cause the Registration Statement (i) to become effective as soon as practicable after the filing thereof (but in any event prior to the "Pooling Publication Date" (defined herein) and (ii) to remain effective so that such Parent Shares may be offered and sold on a continuous or delayed basis in accordance with Rule 415 under the 1933 Act, until the earlier of one year after the Closing Date or such time as all of the Parent Shares have been sold by the Shareholders.
Registration of Parent Common Stock. Parent and the Stockholders shall execute and deliver the Registration Rights Agreement set forth in Exhibit D providing for the registration rights granted to the Stockholders with respect to the shares of Parent Common Stock issued as Aggregate Merger Consideration.
Registration of Parent Common Stock. In order to promptly effect the registration of the shares of Parent Common Stock issuable to the holders of Company Capital Stock hereunder, Parent and certain of the stockholders of the Company and of Parent shall execute and deliver, concurrently with the Closing, the Registration Rights Agreement.
Registration of Parent Common Stock. In addition to other conditions to closing of the Mergers set forth in ARTICLE VIII of this Agreement, as a condition to closing the Mergers, the shares of Parent Common Stock to be issued as the Royale Merger Consideration, the Matrix Merger Consideration, the Matrix LP Exchange Consideration and the Matrix Operator Stock Exchange Consideration and the shares of the Series B Preferred Stock to be issued in connection with the Debt Exchange Consideration (collectively, the “Capital Stock Consideration”) shall be subject to the following conditions:
Registration of Parent Common Stock. Parent agrees to prepare and file with the SEC a Registration Statement on Form S-3 (the “Registration Statement”) for the benefit of the Securityholders covering all of the Parent Common Stock to be issued as Parent Stock Merger Consideration and the Parent Common Stock underlying the Warrants. The Registration Statement shall be filed as soon as reasonably practicable after the date of this Agreement in the form mutually agreed to by the Company and Parent. Parent also agrees to use its commercially reasonable best efforts to cause the Registration Statement to become effective as soon as practicable after the Closing.
Registration of Parent Common Stock. (a) On the terms and subject to the conditions set forth in this Section 6.15, as promptly as practicable (and, in any event, within 30 calendar days) after the Effective Time, Parent shall file, and shall thereafter use its reasonable best efforts to cause to become and remain effective, for so long as the shares of Parent Common Stock issued to any Holder (as hereinafter defined) pursuant to Article III continue to be Registrable Securities (as hereinafter defined), a registration statement registering for purposes of the Securities Act the resale of all such Registrable Securities (the "Registration Statement"). For so long as Parent is required to cause the Registration Statement to remain effective, Parent shall use its reasonable best efforts to cause the Parent Common Stock to be (x) registered or qualified (to the extent not exempt from such registration or qualification) for sale under the blue sky laws of such states as any Holder may reasonably request (provided that Parent shall not be required to qualify to do business in, or consent to general service of process in, any jurisdiction by reason thereof) and (y) listed on a national securities exchange or accepted for quotation on the National Association of Securities Dealers Automated Quotation System.
Registration of Parent Common Stock. The Parties acknowledge that the shares of Parent Common Stock, if any, to be issued as part of the Merger Consideration will not be registered with the SEC or any other Governmental Body at the time of issuance and are being issued in reliance on an exemption from registration under the Securities Act and applicable blue sky Laws. Simultaneous with the execution hereof, Parent shall enter into a registration rights agreement (the “Registration Rights Agreement”) in substantially the form attached hereto as Exhibit C. The Registration Rights Agreement shall, among other things, identify each Eligible Company Holder who shall receive shares of Parent Common Stock pursuant to the Merger as an intended third party beneficiary of the provisions of such agreement.
Registration of Parent Common Stock. Parent shall prepare and file a registration statement covering the non-underwritten resale of the shares of Parent Common Stock issued in the Merger (excluding such shares as are resaleable without restriction under the Securities Act pursuant to any exemption therefrom) and shall use its reasonable best efforts to cause such registration statement to become effective not later than August 13, 2000 and to remain effective until the first anniversary of the Closing Date. Any such registration shall be subject to the normal terms and conditions used in connection with resale prospectuses as may be required by any underwriters or under applicable rules and regulations of the SEC, NASD or other regulatory authorities.
