Registration of Purchase Shares Sample Clauses

Registration of Purchase Shares. Buyer will use its best efforts to ------------------------------- prepare, file and have become effective with the Securities and Exchange Commission (the "Commission") an amendment or supplement to Buyer's Form S-1 registration statement last amended on July 21, 1999 (the "Shelf Registration Statement") relating to the sale of all of the Purchase Shares to be issued to Seller pursuant to this Agreement on or before the one (1) month anniversary date of the Closing Date. Buyer shall cause the Purchase Shares to be listed on the Nasdaq National Market at its expense so as to permit the sale by Seller of the Purchase Shares without further action under any state securities or blue sky laws. Buyer's obligation hereunder to so prepare and file the Shelf Registration Statement relating to the Purchase Shares is subject to the full cooperation of Seller in furnishing any and all information about themselves and any contemplated method of resale of such shares as may be necessary to make such statements not misleading, and any such information so furnished shall be treated as representations and warranties made by Seller under this Agreement, covered by the indemnification provisions set forth in Section 4(a) hereof. Buyer shall not be obligated to pay any underwriting discounts, selling commissions, brokers' fees or other offering expenses of any kind attributable to any sale of the Purchase Shares, which fees and expenses will be paid by Seller. Except for transfers permitted to Seller's Shareholders and to the employees identified in Section 3.1(e), Seller's rights under this Section 1.6 are not transferable without Buyer's prior written consent. Buyer agrees to maintain the effectiveness of the Shelf Registration Statement effective for a period of two (2) years after the Closing Date. In the event Buyer is unable to deliver the Purchase Shares pursuant to the Shelf Registration Statement within six (6) months of the Closing Date, or if Buyer does not maintain the effectiveness of the Shelf Registration Statement for two (2) years after the Closing Date, Seller shall have demand registration rights pursuant to the registration rights agreement attached hereto as Exhibit L (the "Registration --------- Rights Agreement").
Sample 1
AutoNDA by SimpleDocs
Registration of Purchase Shares. Unless the issuance of the Purchase Shares pursuant to the Plan and the terms of this Agreement is exempted from any registration under the Securities Act pursuant to the Confirmation Order or a no-action letter from the staff of the SEC, a registration statement in respect of the Purchase Shares shall have been declared effective by the SEC and no stop order suspending the effectiveness of such registration shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. The Purchase Shares shall be freely tradable and not subject to any resale restrictions except to the extent that the holder thereof is an Affiliate of Parent or an underwriter (as defined in section 1145(b) of the Bankruptcy Code).
Sample 1Sample 2
Registration of Purchase Shares. [Unless]Other than in the case of a 363 Sale and except if the issuance of the Purchase Shares pursuant to the Plan and the terms of this Agreement is exempted from any registration under the Securities Act pursuant to the Confirmation Order or a no-action letter from the staff of the SEC, a registration statement in respect of the Purchase Shares shall have been declared effective by the SEC and no stop order suspending the effectiveness of such registration shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. [The]Other than in the case of a 363 Sale and subject to Section 5.5(b), at such time as the Purchase Shares are distributed to the Debtors’ claimants and stakeholders pursuant to the Plan, the Purchase Shares shall be freely tradable and not subject to any resale restrictions except to the extent that the holder thereof is an Affiliate of Parent or an underwriter (as defined in section 1145(b) of the Bankruptcy Code).
Sample 1Sample 2
Registration of Purchase Shares. Unless the issuance of the Purchase Shares pursuant to the Plan and the terms of this Agreement is exempted from any registration under the Securities Act pursuant to the Confirmation Order or a no-action letter from the staff of the SEC, a registration statement in respect of the Purchase Shares shall have been declared effective by the SEC and no stop order suspending the effectiveness of such registration shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. [The]Subject to Section 5.5(b), at such time as the Purchase Shares are distributed to the Debtors’ claimants and stakeholders pursuant to the Plan, the Purchase Shares shall be freely tradable and not subject to any resale restrictions except to the extent that the holder thereof is an Affiliate of Parent or an underwriter (as defined in section 1145(b) of the Bankruptcy Code).
Sample 1Sample 2
Registration of Purchase Shares. The Parent shall use its best efforts to prepare and file with the SEC a registration statement (the “Registration Statement”) covering the resale of up to 250,000 Purchase Shares (the “Registered Shares”) within 45 days following the Closing. The Parent shall use its best efforts to cause the Registration Statement to be declared effective by the SEC within 100 days after the Registration Statement is filed with the SEC. The holders of the Registered Shares shall make customary acknowledgements and representations regarding the sale of the Registered Shares, as set forth in the Investment Agreement.
Sample 1
Registration of Purchase Shares. 4.1 The Purchaser agrees to use reasonable best efforts to file and cause to be declared effective, as soon as practicable, a registration statement under the Securities Act of 1933, as amended, to register or qualify all of the Purchase Shares to the extent necessary to permit the public offering and sale of the Purchase Shares through the facilities of all securities exchanges and over-the-counter markets on which the Purchaser's securities are traded. Without limiting the foregoing, the Purchaser shall so cause the Purchase Shares to be so registered not later than one year from the date of this Agreement. In the event of a registration pursuant to the provisions of this Section 4, the Purchaser agrees to use reasonable efforts to cause the Purchase Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such Jurisdictions as shall be reasonably requested by the Vendor, provided that the Purchaser shall not by reason of this Section 4 be required to qualify to do business in any state in which it is not otherwise required to qualify to do business or to file a general consent to service of process. The Purchaser agrees to keep effective registration or qualification contemplated by this Section 4 for a period expiring on the ninetieth day after the date of issuance of the Purchase Shares. The provisions set forth in Schedule 18 - Registration Provisions are hereby incorporated herein by this reference.
Sample 1
Registration of Purchase Shares. (a) Within thirty (30) days after the Closing Date, Parent shall file with the SEC a registration statement of Form S-3 or, if such form is not then available to Parent, such other appropriate form as Parent may elect, registering the Purchase Shares. Parent shall use commercially reasonable efforts to (i) cause such registration to become effective as soon as practicable after the initial filing date, (ii) cause such registration to remain effective until the earlier of (A) such time as all Purchase Shares have been disposed of in accordance with the registration statement and (B) one (1) year after the Closing Date, (iii) cause the Purchase Shares to be approved for quotation, upon official notice of issuance, on the NASDAQ Stock Market, and (iv) at any time when a prospectus relating to the registration hereunder is required to be delivered under the Securities Act of 1933, as amended, of the happening of an event as a result of which Parent shall have received notice or otherwise obtained knowledge that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall prepare and furnish to the Shareholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; .
Sample 1
AutoNDA by SimpleDocs
Registration of Purchase Shares 
Sample 1

Related to Registration of Purchase Shares

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • 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.

  • Authorization of Placement Shares The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission of the Agent or a purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.

  • 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).

  • Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

  • Sale of Placement Shares by Cowen Subject to the terms and conditions herein set forth, upon the Company’s delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Cowen, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Cowen will provide written confirmation to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted average price of the Placement Shares sold, and the Net Proceeds (as defined below) payable to the Company. In the event the Company engages Cowen for a sale of Placement Shares that would constitute a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act (a “Block Sale”), the Company will provide Cowen, at Xxxxx’x request and upon reasonable advance notice to the Company, on or prior to the Settlement Date (as defined below), the opinions of counsel, accountant’s letter and officers’ certificates set forth in Section 8 hereof, each dated the Settlement Date, and such other documents and information as Cowen shall reasonably request. Cowen may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made through Nasdaq or on any other existing trading market for the Common Stock. Cowen shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that Cowen will be successful in selling Placement Shares, and (ii) Cowen will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Cowen to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Placement Shares pursuant to this Agreement and, by notice to Cowen given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Placement Shares, and Cowen shall not be obligated to offer or sell any Placement Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) at any time from and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an “Earnings Announcement”) through and including the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.