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.
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) Within thirty (30) days of the Effective Date, Parent shall prepare and file with the 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, the 700,000 Closing Shares issued to the Shareholders on the Effective Date. One-third of the 700,000 Closing Shares shall first become saleable one month after the S-3 goes effective, and one-third of the total Closing Shares shall first become saleable monthly thereafter. However, if the Parent's common stock should close above ten dollars per share for three consecutive trading days between the date the S-3 goes effective and three months thereafter, one hundred percent of the Closing Shares registered shall be immediately saleable under the S-3.
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. (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:
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. (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.
Registration of Parent Shares. (a) Parent agrees that if at any time within the first two (2) years after the date hereof the Parent shall propose to file a registration statement with respect to any of its Common Stock for its own account or for the account of other shareholders on a form that would also permit the registration of the Parent Shares, it will give notice in writing to such effect to the registered holders of the Parent Shares issued hereunder at least thirty (30) days prior to such filing, and, at the written request of any Shareholder, made within ten (10) days after the receipt of such notice, will include therein at the Parent's cost and expense (excluding underwriting discounts, commissions and filing fees attributable to the Parent Shares included therein) such of the Parent Shares as such Shareholder(s) shall request (a "Piggyback Registration") and use its best efforts to cause the Parent Shares to be registered under the Securities Act; provided, however, that if the offering being registered by the Parent is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Parent Shares would materially and adversely affect the sale of the securities to be sold by the Parent or if the registration is being underwritten pursuant to the exercise of any demand registration rights of any shareholder such shareholder's thereunder, then the Parent shall be required to include in the offering only that number of securities, including the Parent Shares, which the representative of the underwriters determine in its sole discretion will not jeopardize the success of the offering.
