Registration of Shares Issued in the Merger. (a) Parent shall use its reasonable commercial efforts to cause the Parent Common Stock and the shares of Parent Common Stock underlying the Warrants issued in the Merger (the “Registrable Securities”) to be registered under the Securities Act so as to permit the resale thereof by July 1, 2022, and in connection therewith shall prepare and file a registration statement (the “Registration Statement”) with the SEC with respect to the Registrable Securities as soon as practicable after the Closing, but no later than May 15, 2022, and shall use its reasonable commercial efforts to cause the Registration Statement to become effective and approved for listing on NASDAQ prior to July 1, 2022; provided, however, that by accepting Merger Consideration at the Closing each holder of Registrable Securities (“Holder”) shall have been deemed to have agreed to provide all such information and materials to Parent and to take all such action as may be reasonably required in order to permit Parent to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such registration statement. Such provision of information and materials is a condition precedent to the obligations of Parent pursuant to this Section 6.5. Parent shall not be required to effect more than one (1) registration under this Section 6.5. The offering made pursuant to such registration shall not be underwritten.
(b) Parent shall: (i) prepare and file with the SEC the Registration Statement in accordance with Section 6.5(a) with respect to the shares of Registrable Securities and shall use all commercially reasonable efforts to cause the Registration Statement to remain effective for a period ending on the date all of the Registrable Securities registered thereunder may be sold under Rule 144 in one three-month period (assuming compliance by the Holders with the provisions thereof) subject to Section 6.5(c); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary, and comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registerable Securities proposed to be registered in the Registration Statement until the termination of effectiveness of the Registration Statement, and (iii) a copy of the irrevocable instructions to the Exchange Agent instructing the Exchange Agent to deliver on an expedited basis...
Registration of Shares Issued in the Merger. As soon ------------------------------------------- as practicable following the date hereof, and prior to the Closing Date, Mpath shall enter into the Fifth Amended and Restated Investors' Rights Agreement in substantially the form attached as Exhibit G hereto (the "Investors' Rights Agreement") with each of the RTI Stockholders and the other parties thereto pursuant to which Mpath grants to each RTI Stockholder registration rights on terms consistent with those granted to other stockholders of Mpath.
Registration of Shares Issued in the Merger. Acquiror hereby ------------------------------------------- grants, effective as of the Effective Time the registration rights set forth in the Registration Rights Agreement attached as Exhibit D hereto to all Former --------- Target Stockholders issued as a result of the Merger.
Registration of Shares Issued in the Merger. (a) Acquiror shall use its reasonable best efforts to cause the Registrable Securities to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall use its reasonable best efforts to prepare and file the Registration Statement with the SEC as soon as practicable after the date hereof, but no later than immediately prior to the Effective Time, and shall use its reasonable best efforts to cause the Registration Statement to become effective as soon as possible after the Effective Time; provided,
Registration of Shares Issued in the Merger. The Target ------------------------------------------- Shareholders shall be entitled to rights to require Acquiror to cause the Shares of Acquiror Common Stock issued in the Merger, including any and all Holdback Shares (the "Registrable Securities"), to be registered under the Securities Act ----------------------- so as to permit the resale thereof as set forth in the Registration Rights Agreement attached hereto as Exhibit C. ---------
Registration of Shares Issued in the Merger. (a) For purposes of this Agreement, "Registrable Shares" shall mean the shares of fonix Common Stock issued in the Merger, including any and all Escrowed Shares (as defined below), but excluding shares of fonix Common Stock issued in the Merger that have been sold or otherwise transferred by the holders of AcuVoice Capital Stock who initially received such shares in the Merger (collectively, the "Holders"); provided, however, that a distribution of shares of fonix Common Stock issued in the Merger without additional consideration to underlying beneficial owners (such as the general and limited partners, shareholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.15 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.15 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.15.
Registration of Shares Issued in the Merger. (a) Acquiror shall use its reasonable commercial efforts to cause the Shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares (the "Registrable Securities") to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file the
Registration of Shares Issued in the Merger. ESS hereby agrees to grant to the holders of shares of ESS Common Stock issued pursuant to this Agreement at the Effective Time of the Merger certain S-3 registration rights for certain trading windows or, if permitted under the Securities Act an S-8 registration right, as set forth in the Declaration of Registration Rights in the form attached hereto as Exhibit H ("DECLARATION OF REGISTRATION RIGHTS").
Registration of Shares Issued in the Merger. At the Closing, EMCON shall grant to the A2S Shareholders certain registration rights set forth in the EMCON Registration Rights Agreement with respect to the shares of EMCON Common Stock issued in the Merger.
Registration of Shares Issued in the Merger
