Registration of Parent Common Stock. The shares of Parent Common Stock to be issued in connection with the Earn-Out Payment (as defined in Section 2.5 hereof), if any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof. So long as shares of Parent Common Stock having an aggregate value in excess of $1,000,000 are issued in connection with the Earn-Out Payment, Parent shall use commercially reasonable efforts to prepare and file as promptly as practicable, and, in any event, within 30 days following the Earn-Out Payment Date, a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and Parent shall use commercially reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable after filing; provided that Parent may (i) postpone (one-time only) filing of the Registration Statement for a period not to exceed 60 days if required in order for Parent to satisfy the SEC’s financial statement requirements for the Registration Statement and (ii) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoing, Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent’s obligation in the preceding sentence to file the Registration Statement within 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any delay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Se...
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 Management 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. 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 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. At or before the Effective Time, Stockholders of Company Common Stock receiving the Consideration Common shall become parties to Parent's Amended and Restated Investor Rights Agreement dated November 10, 1999 (the "Registration Rights Agreement") with respect to Sections 1.3 (piggyback registration rights) and 7 (miscellaneous provisions) thereof. In addition, Parent shall prepare and file a shelf registration statement on Form S-3 under the Securities Act (the "Form S-3"), covering the Consideration Common issued pursuant to the Merger and held by signatory(ies) to the Registration Rights Agreement as of the filing date, as soon as practicable following Parent's becoming eligible to use Form S-3, but in any event no later than March 31, 2001. The Form S-3 shall be prepared and filed in accordance with Section 1.12 of the Registration Rights Agreement. SECTION 5.2 Access to Information . The Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time.
Registration of Parent Common Stock. At the Closing Date, the DSLT Stockholders shall have the following registration rights with respect to any Parent Common Stock issued pursuant to this Agreement.
(a) Registration Rights for Parent Common Stock; Filing of Registration Statement. Parent will utilize its reasonable best efforts to cause, as soon as practicable following the Closing Date, a registration statement to be filed under the Securities Act for the purpose of registering the Parent Common Stock issued in the Merger for resale by a Holder thereof (the "Registration Statement"). For purposes of this Section, a person is deemed to be a "Holder" of Parent Common Stock whenever such person is the record owner of Parent Common Stock. Parent will use its best efforts to have the Registration Statement become effective and cause the Parent Common Stock to be registered under the Securities Act, and registered, qualified or exempted under the State securities laws of such jurisdictions as any Holder reasonably requests, as soon as reasonably practicable following the Closing Date, provided, however, that Parent shall not be required to qualify to do business in any state or to consent to be subject to general service of process in any state where it is not otherwise required to be so qualified or subject. Parent shall be entitled to place appropriate restrictive legends on any shares of Parent Common Stock issued in the Merger.
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 shall:
(a) as promptly as practicable but in no event later than 60 days following Closing, prepare and file with the SEC a registration statement on Form S-1 or any similar long-form registration or any short-form registration if available with respect to all of the shares of Parent Common Stock (i) received at Closing by the stockholders of the Company and (ii) subject to the Parent Holdback Amount and use its reasonable best efforts to cause such registration statement to become effective and to keep such registration statement effective; and
(b) prepare and file with the SEC such amendments and supplements to such registration statement(s) and the prospectus(es) used in connection with such registration statement(s) as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. Notwithstanding the foregoing, Parent may postpone for one continuous period of up to 120 days the filing or the effectiveness of a registration statement under this Section 4.16 if the Parent Board determines in its reasonable good faith judgment that such registration would reasonably be expected to result in a material adverse effect on Parent. Notwithstanding anything to the contrary set forth in this Section 4.16, Parent shall not be required to register any shares of Parent Common Stock pursuant to this Section 4.16 that are eligible for sale pursuant to Rule 144 of the Securities Act (“Rule 144”) without volume limitations or restrictions.
Registration of Parent Common Stock. Fifty (50%) percent of the Total Transaction Shares to be delivered at the Closings as described hereunder in accordance with Paragraph 2.2 (the "Registered Shares") shall be registered with the United States Securities and Exchange Commission (the "SEC") pursuant to a registration statement to be filed by the Parent under the Securities Act of 1933, as amended (the "Securities Act"), no later than thirty (30) days of the date hereof on Form S-3 or other form as permitted by law (the "Registration Statement"). The Parent shall be under no obligation to register the remaining fifty (50%) percent of the Total Transaction Shares of the Parent Common Stock with the SEC to be delivered at the Closings in accordance with Paragraph 2.2 (the "Unregistered Shares").
Registration of Parent Common Stock. 379 6.10 FORM S-8...............................................................................................39 6.11
Registration of Parent Common Stock. At Closing, Parent agrees to register the shares of Parent Common Stock to be issued to stockholders of the Company upon conversion of their shares of Company Stock on the terms and conditions set forth in Exhibit A hereto; which shall be declared effective by the SEC not later than 45 days following the Effective Time.
