Registration of Parent Shares. (a) Form S-3. The Parent represents that it is eligible to use Form S-3 under the Securities Act to effect registration of shares of Parent Common Stock issued to the Company Stockholders pursuant to Sections 1.6(b)(i) and (iii) of the Merger Agreement (the "Registrable Securities") for resale by the Company Stockholders. The Parent will use its best efforts to effect the registration and qualification of the Registrable Securities and in connection therewith, the Parent shall:
(i) prepare and file with the Securities and Exchange Commission (the "Commission") within sixty (60) days of the Closing Date, and use its best efforts to cause to become effective as soon as possible thereafter, a registration statement on Form S-3 (or any successor or other appropriate form) under the Securities Act of 1933, as amended (the "Securities Act") permitting the Registrable Securities to be offered for resale by the Company Stockholders;
(ii) prepare and file with the Commission, 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 and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Company Stockholders set forth in such registration statement or until December 31, 2001;
(iii) furnish to each Company Stockholder, who is a holder of such Registrable Securities (each individually a "Holder") and to any underwriter of such Registrable Securities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto, such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) or filed under Rule 424(b) or Rule 424(c) under the Securities Act, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as any Holder or any such underwriter may reasonably request;
(iv) use its best efforts (1) to list all Registrable Securities covered by such registration statement on The Nasdaq National Market, and (2) to register or qualify all Registrable Securities covered by such registration statement under su...
Registration of Parent Shares. The Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose and no similar proceedings in respect of the Proxy Statement/Prospectus shall have been initiated or threatened by the SEC.
Registration of Parent Shares. (i) The Parent Shares to be issued to the Stockholders in the Merger have been registered under the Securities Act pursuant to a Registration Statement on Form S-4 and, upon issuance thereof as contemplated by the Merger Agreement, shall not be subject to any restriction on transfer under or imposed by the Securities Act except for such limitations, if any, as may be applicable to a Stockholder pursuant to Rule 144 (as a result of such Stockholder being deemed to be an "affiliate", as defined in Rule 144(a) under the Securities Act, of Parent following the Effective Time) or Rule 145 under the Securities Act.
(ii) If the Parent Shares issued to the Stockholders in the Merger shall not have been registered under the Securities Act pursuant to a Registration Statement on Form S-4, then Parent shall use all reasonable efforts following the Effective Time and upon the written request of the Stockholders, to register under the Securities Act the Parent Shares issued to the Stockholders. Each Stockholder acknowledges and agrees that Parent will not be deemed to be in breach of the representation and warranty set forth in clause (i) of this Section 3(b) from and after the effective time of a registration statement filed under the Securities Act by Parent pursuant to the first sentence of this clause (ii).
Registration of Parent Shares. To the extent that the Stockholders are unable to sell the Shares of Parent Stock received in connection with the purchase and sale of the Shares hereunder or pursuant to the Merger, pursuant to Rule 144 or Rule 145 under the Securities Act or another applicable exemption from the registration requirements of the Securities Act, Parent, upon the written request of the Stockholders, shall use its reasonable best efforts to cause the Shares designated in such notice to be registered under the Securities Act in order to permit the proposed sale of such Shares. Notwithstanding anything to the contrary in the immediately preceding sentence, (i) Parent shall not be obligated to register any Shares designated in a notice from the Stockholders if such Shares are not reasonably anticipated to have an aggregate price to the public in excess of $15 million and (ii) the Stockholders shall be entitled to submit no more than three notices to Parent in the three year period following the Closing. In connection with any such registration, Parent and Stockholders shall enter into an agreement on terms and conditions customarily contained in registration rights agreements relating to circumstances similar to those set forth herein.
Registration of Parent Shares. Within ninety (90) days of the ----------------------------- Effective Time, Parent shall prepare and file with the Securities and Exchange Commission a registration statement on Form S-3 containing a form of prospectus (as amended or supplemented, if applicable) registering under the Securities Act of 1933, as amended, 150,000 of the Parent Shares issued to the Shareholder on the Closing Date.
Registration of Parent Shares. (a) By no later than six (6) months following the Closing, Parent shall prepare and file with the Securities and Exchange Commission a registration statement on Form S-3 (the "S-3") containing a form of prospectus (as amended or supplemented, if applicable) registering under the Securities Act of 1933, as amended, the Merger Consideration issued to the Shareholders at the Effective Time. Commencing on the date seven (7) months after the Closing Date, and as long as the Form S-3 has been declared effective by the SEC and continues to be effective, the Shareholders may sell, on a pro rata basis, an amount of shares not to exceed the daily average trading volume of Parent's common stock in the prior month, per week.
(b) With respect to the Form S-3 filed by Parent hereunder, Parent shall use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing, and to keep the S-3 effective for so long as Shareholders continue to hold Parent Shares. The S-3 and the prospectus included therein shall be made available to Shareholders through the website at url, www.freedgar.com. Parent does not need to register or qualify the Parxxx Xxxxxx xxxxxed by such S-3 under the securities or Blue Sky laws of any jurisdictions within the United States because Parent is listed on the American Stock Exchange, and its common stock is listed for trading. Furthermore, Parent shall not be required to (i) qualify generally to do business in any jurisdiction where, but for the requirements of this Section 10.1(b), it would not be obligated to be so qualified, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction. All expenses incident to Parent's performance of its obligations under this Section 10.1, including without limitation all registration and filing fees, fees, including expenses of counsel for Parent and of Parent's independent certified public accountants shall be borne by Parent.
Registration of Parent Shares. The Parent shall provide the Registration Rights set forth in the Agreement with the Company's Stockholders set forth on Exhibit C attached hereto.
Registration of Parent Shares. Parent shall, prior to the US/NL Closing, file a Shelf Registration Statement with the SEC and a Canadian Shelf Prospectus with the Canadian Securities Regulatory Authorities in each of the provinces and territories of Canada other than the Province of Québec (or otherwise designate an existing shelf prospectus or shelf registration statement filed with the SEC or the Canadian Securities Regulatory Authorities, as the case may be, to cover one or more secondary offerings of Parent Shares), in each case allowing for an offering (including a secondary offering) of Parent Shares on a delayed or continuous basis pursuant to the rules and regulations of the SEC and the procedures relating to the use of a Canadian Shelf Prospectus under applicable Canadian Securities Laws, respectively, including by way of underwritten offering, block sale, and/or other distribution plan.
Registration of Parent Shares. Within ninety (90) days of the ----------------------------- Effective Time, Parent shall prepare and file with the Securities Exchange Commission a registration statement on Form
Registration of Parent Shares. Within fifteen (15) business days following the Closing, the Parent shall file a registration statement on Form S-3, to register the Parent Shares for resale, in accordance with the provisions of the Securities Act. Following the filing of such Form S-3, the Parent shall use commercially reasonable efforts to cause such registration statement to become effective.
