Registration of Registrable Shares Sample Clauses

Registration of Registrable Shares. As soon as practicable after the Closing Date, the Company will file a registration statement (the "Registration Statement") under the Act, with respect to all of the Registrable Shares, and the Company shall use its best efforts to cause such Registration Statement to become effective as soon as practicable after filing. In connection therewith, each holder of Warrants and 1999 Warrants will provide in a timely manner all such information and materials pertaining to it as may be required in order to permit the Company to comply with all applicable requirements of the Commission and to obtain the acceleration of the effective date of the Registration Statement. In connection with such registration, the Company shall keep the Registration Statement effective until the earliest of (i) when each holder has sold its Registrable Shares, (ii) one year following the effective date of the Registration Statement, or (iii) the date the Registrable Shares may be sold under Rule 144 under the Act.
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Registration of Registrable Shares. The Company shall register under the Securities Act, at the Company's expense, all of the shares of Common Stock issuable upon the conversion in full of the Convertible Note and upon exercise of all of the Warrants (the "Registrable Shares") and in connection therewith shall file a registration statement with respect to the Registrable Shares (the "Registration Statement") with the Commission on or before the earlier of (i) 15 days after the Company files its annual report on Form 10-K or 10-KSB, and (ii) May 1, 1997. The Company shall cause the Registration Statement to become effective by no later than June 30, 1997. Notice of effectiveness of the Registration Statement shall be furnished promptly to the Investors. The Company shall maintain the effectiveness of the Registration Statement and from time to time will amend or supplement such Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act. The effectiveness of the Registration Statement shall be maintained with respect to the Registrable Shares until the later to occur of the second anniversary of the date of the respective Warrants and Convertible Note or such date as all of the Registrable Shares may be sold during any one period of three (3) consecutive months pursuant to Rule 144 under the Securities Act or otherwise without registration.
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Registration of Registrable Shares. The Company shall prepare and file within thirty (30) days following the date which the Investor has converted at least 25,000 shares of Series A Preferred Stock to Common Stock (the "Filing Date") a registration statement (the "Registration Statement") covering the resale of all such common and all common stock which may have been issued to Investor as a dividend of the Series A Preferred Stock. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier of (i) 120 days following the Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Series A Stock Preferred Purchase Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered which the Investor shall subsequently convert. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.
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Registration of Registrable Shares. On or before the date which is six months following the Closing, the Company shall use its best efforts to have the Registration Statement with respect to resales of the Registrable Shares by the Holders on Form S-3 (if available) or Form S-1 (if Form S-3 is not available) declared effective by the SEC, and maintain the effectiveness of the Registration Statement through and until the date which is the earliest of (a) the date on which all Registrable Shares are sold by the Holders via the Registration Statement, (b) the date on which all Registrable Shares are freely saleable by all Holders under Rule 144(k) (or its then equivalent) without limits as to volume or otherwise, or (c) April 5, 2004, such date to be extended 1.5 days for each day after the effectiveness of the Registration Statement on which any Holder is unable to sell Registrable Shares because of any Suspension (as herein defined), delisting, suspension of trading, blackout or similar event; PROVIDED, HOWEVER, that after the date set forth in clause (b) above, the Company is required to maintain the effectiveness of the Registration Statement only as to those Registrable Shares that are not freely tradeable as set forth in clause (b). The Company's obligations with respect to the Registration Statement will not be deemed to have been satisfied unless the Registration Statement has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Article with respect thereto; provided, however, that if after it has been declared effective, the offering of Registrable Shares pursuant to the Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, in connection with any notice given pursuant to the last paragraph of Section 2.5 hereof, or by any voluntary action of the Company resulting in any Purchaser not being able to offer and sell any Registrable Shares (a "SUSPENSION"), the Registration Statement will be deemed not to have become effective during the period of such Suspension until the offering of Registrable Shares pursuant to the Registration Statement may legally resume.
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Registration of Registrable Shares. Charys shall, within 90 days ------------------------------------- after demand therefor by Frost, file a registration statement (the "Registration Statement") pursuant to Rule 415 under the Securities Act, or any similar rule that may be adopted by the Securities and Exchange Commission (the "SEC"), covering the resale of the Registrable Shares. Charys shall use its best efforts to cause the Registration Statement to be declared effective by the SEC (the "Required Effectiveness Date") on the earlier of: (a) 180 days following such demand by Frost; (b) Ten days following the receipt of a "No Review" or similar letter from the SEC; or (c) The first day following the day the SEC determines the Registration Statement is eligible to be declared effective.
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Registration of Registrable Shares. (i) If the Closing occurs in calendar year 2001, within forty-five (45) days after the Closing Date, the Buyer shall file with the SEC a registration statement on any appropriate form under the Securities Act with respect to the offering and sale or other disposition of the Registrable Shares. If the Closing occurs in calendar year 2002, the Buyer shall have up to ninety (90) days to file such registration statement. The Buyer shall use all commercially reasonable efforts to cause such registration statement to become effective as soon as reasonably practicable after such filing. The Sellers shall cooperate with and provide assistance to the Buyer, as the Buyer may reasonably request, in connection with any registration and sale of the Registrable Shares. (ii) The Buyer shall (i) prepare and file with the SEC, any amendments or supplements to such registration statement or prospectus that may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the offer of the Registrable Shares covered by such registration statement for a period of twelve months from the effective date of the registration statement; (ii) prepare and promptly file with the SEC and promptly notify the Sellers of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statement therein or omission therefrom if, at any time when a prospectus relating to the Registrable Shares is required to be delivered under the Securities Act, any event with respect to the Buyer shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (iii) in case the Sellers are required to deliver a prospectus, prepare promptly such amendment or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act; (iv) advise the Sellers promptly after the Buyer shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such registration statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose, and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such ...
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Registration of Registrable Shares. The Company shall, within thirty (30) days after the issuance of the Registrable Shares (the “Filing Deadline”), prepare and file a registration statement on Form SB-2 or an equally suitable registration statement (the “Registration Statement”) for the purpose of registering all of the Registrable Shares for resale. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Company shall use its best efforts to cause such Registration Statement to be declared effective by the Securities and Exchange Commission (the “SEC”) at the earliest practicable date thereafter. The Company will use its best efforts to keep the Registration Statement effective (the “Effectiveness Period”) (subject to reasonable blackout provisions as may be required in order to comply with the securities laws) until the earlier of: (i) twenty four (24) months after the date that the Registration Statement is declared effective by the SEC; (ii) the date when all of the Registrable Shares covered by the Registration Statement are sold; or (iii) the date when Rule 144(k) is available with respect to all of the securities covered by such Registration Statement.
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Registration of Registrable Shares. The Purchaser will prepare and file a Registration Statement, with the Securities and Exchange Commission (the “Commission”), on Form S-1, within thirty (30) days after the Closing, covering the resale of all Registrable Shares set forth in Section 2.1. The Company shall use reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. “Effectiveness Period" for the purposes of any Registration Statement required to be filed pursuant to this Agreement, means the period commencing on the Effective Date of such Registration Statement and ending on the earliest to occur of (a) the date that all of the Registrable Shares covered by such Registration Statement have been publicly sold by the Shareholders of the Registrable Shares included therein, or (b) such time as all of the Registrable Shares covered by such Registration Statement may be freely distributed, sold or otherwise disposed of by the Shareholders without registration under the Securities Act pursuant to Rule 144 (or any similar provision then in force) promulgated under the Securities Act, as determined by counsel to the Purchaser pursuant to a written opinion letter to such effect, addressed and acceptable to the Purchaser's transfer agent and the affected Shareholders. The Purchaser shall bear all fees and expenses attendant to the registration of the Registrable Shares pursuant to this Section 5.1.
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Registration of Registrable Shares 
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Related to Registration of Registrable Shares

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Aggregation of Registrable Securities All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

  • Allocation of Registrable Securities The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.

  • Registrable Shares For purposes of this Agreement, “Registrable Shares” shall mean the shares of Parent Common Stock issued as the Equity Consideration and Restricted Equity Consideration.

  • Registration Statement Covering Resale of Registrable Securities The Company shall prepare and file or cause to be prepared and filed with the Commission, no later than sixty (60) days following the Effective Date (the “Filing Deadline”), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to time by holders of all of the Registrable Securities held by the Holders (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter the Company becomes eligible to use Form S-3 for secondary sales, the Company shall, as promptly as practicable, cause such Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is on Form S-3. The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but in no event later than thirty (30) days following the Filing Deadline (the “Effectiveness Deadline”); provided, however, that the Effectiveness Deadline shall be extended to sixty (60) days after the Filing Deadline if the Registration Statement is reviewed by, and receives comments from, the Commission; provided, however, that the Company’s obligations to include the Registrable Securities held by a holder in the Resale Shelf Registration Statement are contingent upon such holder furnishing in writing to the Company such information regarding the holder, the securities of the Company held by the holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. Once effective, the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement and Prospectus included therein continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times until the earliest of (i) the date on which all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement and (ii) the date on which all Registrable Securities and other securities covered by such Registration Statement have ceased to be Registrable Securities. The Registration Statement filed with the Commission pursuant to this subsection 2.3.1 shall contain a Prospectus in such form as to permit any holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement (subject to lock-up restrictions under the Lock-up Agreement and the Release Date under the IPO Escrow Agreement), and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, holders of the Registrable Securities.

  • Indemnification by Holder of Registrable Securities Each holder of Registrable Securities severally agrees to indemnify and hold harmless the Company, its directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each other holder of Registrable Securities that participates in such offering to the same extent as the foregoing indemnity from the Company to such holder, but only with respect to information relating to such holder furnished in writing by such holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person, in respect of which indemnity may be sought against a holder of Registrable Securities, such holder shall have the rights and duties given the Company and the Company or its directors or officers or such controlling person shall have the rights and duties given to each holder by the preceding paragraph. Notwithstanding the foregoing, if the Company is an indemnified party, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnified parties. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company and each other holder of Registrable Securities that participates in such offering shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement or any amendment or supplement thereto, or any preliminary prospectus.

  • Additional Registrable Securities Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor or a Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered, at the Company’s option, by any then available Registration Statement (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Registration Statement or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the Holders.

  • Registrable Securities As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

  • Beneficial Ownership of Registrable Securities (a) Type and Number of Registrable Securities beneficially owned:

  • Form S-3 Registration In case the Company shall receive from Preferred Stock Holders a written request that the Company effect a registration on Form S-3, subject to the limitations and qualifications set forth in Section 3.4(b), and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Preferred Stock Holder or Preferred Stock Holders, the Company agrees: (a) to promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable after receiving such a request, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Stock Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance pursuant to this Section 3.4 if (i) Form S-3 is not available for such offering by the Holders; (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000; (iii) the Company furnishes to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Preferred Stock Holders under this Section 3.4, provided, however, that the Company shall not utilize this right more than once in any eighteen (18) month period; or (iv) the Company has effected two (2) registrations on Form S-3 (or its then equivalent) pursuant to this Section 3.4 during such calendar year and such registrations have been declared or ordered effective and the sales of Registrable Securities under such registration statement have closed. (c) Registrations effected pursuant to this Section 3.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 3.2 or 3.3.

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