Registration of Purchaser Shares Sample Clauses

Registration of Purchaser Shares. Purchaser shall use commercially reasonable efforts to file a registration statement permitting the public sale of the Purchaser Shares as soon as reasonably practicable after the Closing Date, and to cause such registration statement (which shall include interim financial statements of the Purchaser and its subsidiaries for the fiscal quarter ending August 31, 1998) to become effective as soon as practicable after August 31, 1998. Purchaser shall use commercially reasonable efforts to effectuate a fully underwritten public offering of common stock of Purchaser which will include such Purchaser Shares (the "Public Offering") by one or more underwriters to be selected by Purchaser. The Sellers shall be required to sell as many Purchaser Shares in the Public Offering as the underwriter(s) and Purchaser shall request, up to the entire amount of Purchaser Shares received by them in connection with the transactions contemplated hereby (including shares held in escrow pursuant to the arrangements described in Section 1.8 hereof). In the event that not all of the Purchaser Shares received by the Sellers or held in escrow are sold in the Public Offering, notwithstanding the reasonable commercial efforts of Purchaser to effectuate the Public Offering, Purchaser shall use commercially reasonable efforts to file and cause to become effective a shelf registration (the "Shelf Registration") with respect to any unsold shares as soon as reasonably practicable after the termination of the Public Offering and maintain such Shelf Registration in effect through December 31, 1998 to facilitate the sale of such shares. Purchaser Shares shall be sold under the Shelf Registration as directed and approved by Purchaser, utilizing brokers or underwriters approved by Purchaser. The obligation of the parties described in this Section 1.5 are to be more fully described in the Registration Rights Agreement.
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Registration of Purchaser Shares. Prior to Closing, Purchaser shall register the issuance of the Purchaser Common Stock pursuant to this Agreement under the Securities Act of 1933, as amended, pursuant to the terms of an effective registration statement filed with the SEC thereunder and any other filings required under any applicable state or foreign securities laws, such that each of the Sellers may (subject to Section 8.07, as applicable) resell any such shares of Purchaser Common Stock immediately following Closing without reliance on any exemption from registration under the Securities Act of 1933, as amended, or any other such securities laws.
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Registration of Purchaser Shares. Purchaser shall file a registration statement with the Securities and Exchange Commission (“SEC”) covering the issuance of the Purchaser Shares subsequent to the date hereof.
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Registration of Purchaser Shares. The Target and the Accepting Shareholders hereby acknowledge and agree that, as soon as reasonably possible after the Closing, the Purchaser will file a registration statement on Form F-1with the SEC registering:
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Registration of Purchaser Shares. The Purchaser agrees to prepare, file and keep effective for not less than ninety (90) days a registration statement under the Securities Act of 1933 the Purchaser Shares in the United States on the following basis: (a) 1 million of the shares on or before six months from the Closing Date; (b) an additional 1 million of the shares on or before 12 months following the Closing Date; (c) an additional 1 million of the shares on or before 18 months following the Closing Date; and (d) an additional 1 million of the shares on or before 24 months following the Closing Date. For clarity, the Purchaser Shares referenced above are exclusive of the 1 million Purchaser Shares to be delivered to the Debt Satisfaction Committee on the Closing. Registrations under this section shall be on such appropriate registration form or prospectus as shall be selected by the Purchaser and as shall be reasonably acceptable to the Vendor and as shall permit the disposition of the Purchaser Shares on the OTCBB or such other public trading market that is acceptable to the Vendor.
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Registration of Purchaser Shares. (a) Promptly (but in any event no later than thirty (30) days) after the Closing Date (the “Filing Deadline”), the Purchaser shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a Form S-3 registration statement covering the resale of all of the Purchaser Shares (the “Registration Statement”). The Purchaser shall use its reasonable best efforts to, as soon as reasonably practicable following the filing of the Registration Statement, but in no event later than 20 days following the filing of the Registration Statement (or 60 days following the filing of the Registration Statement solely in the event of a full review of the Registration Statement by the SEC), cause the Registration Statement to be declared effective by the SEC.
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Registration of Purchaser Shares. In connection with the Reincorporation Merger, Xxxxx and Purchaser will (i) prepare and file with the SEC a proxy/registration statement on Form S-4 (the "Registration Statement"), (ii) use commercially reasonably efforts to cause the Registration Statement to become effective as soon as practicable after filing, and (iii) cause the Registration Statement to be mailed to Margo's shareholders immediately after it has become effective. The Registration Statement will (A) solicit proxies to vote in favor of (i) the Reincorporation Merger, and (ii) the approval of the Contemplated Transactions, including the transactions contemplated by this Agreement and the Asset Sale, (B) register the Purchaser Shares to be issued to the former shareholders of Xxxxx in connection with the Reincorporation Merger, (C) register any Xxxxx Options and any iTract Options to be outstanding after the Effective Date (if required); and (D) register the Purchaser Shares to be issued to the Members as the Merger Consideration.
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Registration of Purchaser Shares 
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Related to Registration of Purchaser 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

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • 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.

  • 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.

  • 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.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • 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.

  • 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.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

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