Common use of Registration of Stock Clause in Contracts

Registration of Stock. If the Company shall receive from HARTFORD a written request that the Company register Common Stock under a registration statement in compliance with the Securities Act of 1933 as provided in paragraph 6 hereof, in order to permit the sale or distribution of such stock, the Company, as soon as practicable after giving written notice to HARTFORD (which notice shall be given by the Company within ten (10) days after receipt of the written request for registration from HARTFORD) that it has elected to file a registration statement for the Common Stock held by HARTFORD pursuant to this paragraph, will use its best efforts to effect such registration and qualify the Common Stock in such jurisdictions as may be requested by HARTFORD. Any such registration of shares requested by HARTFORD may include shares of Common Stock owned by other shareholders of the Company. 100,000 (One Hundred Thousand) shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata portion of all costs and expenses paid to third parties (other than those paid to any affiliate or subsidiary of the Company or any shareholder thereof) for registration and filing fees, printing expenses, fees and disbursements of counsel, and any accounting fees incident to or required by the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense of each selling shareholder. The Company shall keep effective and maintain any such registration statement for such period and to the extent as HARTFORD may deem necessary for the purpose of selling or disposing of the shares, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORD. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORD, in accordance with this paragraph, HARTFORD may (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORD. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholder.

Appears in 2 contracts

Samples: Investment Agreement (Telemetrix Inc), Exchange Agreement (Telemetrix Inc)

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Registration of Stock. If the Company shall receive from HARTFORD Xxxxx a written request that the Company register Common Stock under a registration statement in compliance with the Securities Act of 1933 as provided in paragraph 6 hereof, in order to permit the sale or distribution of such stock, the Company, as soon as practicable after giving written notice to HARTFORD Xxxxx (which notice shall be given by the Company within ten (10) days after receipt of the written request for registration from HARTFORDXxxxx) that it has elected to file a registration statement for the Common Stock held by HARTFORD Xxxxx pursuant to this paragraph, will use its best efforts to effect such registration and qualify the Common Stock in such jurisdictions as may be requested by HARTFORDXxxxx. Any such registration of shares requested by HARTFORD may Xxxxx xxx include shares of Common Stock owned by other shareholders of the Company,. 100,000 (One Hundred Thousand) shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata portion of all costs and expenses paid to third parties (other than those paid to any affiliate or subsidiary of the Company or any shareholder thereof) for registration and filing fees, printing expenses, fees and disbursements of counsel, and any accounting fees incident to or required by the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense of each selling shareholder. The Company shall keep effective and maintain any such registration statement for such period and to the extent as HARTFORD may deem Xxxxx xxx xxxx necessary for the purpose of selling or disposing of the shares, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD Xxxxx receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD Xxxxx shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORDXxxxx. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORDXxxxx, in accordance with this paragraph, HARTFORD may Xxxxx xxx (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORDXxxxx. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholder.

Appears in 2 contracts

Samples: Exchange Agreement (Telemetrix Inc), Investment Agreement (Telemetrix Inc)

Registration of Stock. If Lender shall elect to exercise Lxxxxx's right to sell or otherwise dispose of all or any of the Company shall receive from HARTFORD a written request that Stock at public or private sale, and if, in the Company opinion of Lxxxxx's counsel, it is necessary to have the Stock or any portion thereof registered under the provisions of the Securities Act, Grantor unconditionally agrees and covenants to use Grantor's best efforts to cause: (1) the issuer(s) of the Stock, its directors and officers, to take all action necessary to register Common the Stock or the portion of the Stock to be disposed of, under a the provisions of the Securities Act, at Grantor's expense; (2) the registration statement relating to the Stock to become effective and to remain so for not less than one (1) year from the date of the first public offering of the Stock or that portion of the Stock to be disposed of, and to make all amendments thereto and to the related prospectus, which, in compliance the opinion of Lender and Lxxxxx's counsel, may be necessary or advisable, all in conformity with requirements of the Securities Act and the rules and regulations of 1933 as provided in paragraph 6 hereof, in order the Securities and Exchange Commission applicable thereto; (3) the issuer(s) of the Stock to permit comply with the sale or distribution provisions of such stock, the Company"Blue Sky" laws of any jurisdiction that the Lender shall designate; and (4) the issuer(s) of the Stock to make available to its security holders, as soon as practicable practical (but in no event later than sixteen (16) months after giving written notice to HARTFORD the effective date of such registration statement), an earning statement (which notice shall need not be given by audited) covering a period of at least twelve (12) months beginning with the Company within ten (10) days first month after receipt the effective date of the written request for registration from HARTFORD) that it has elected to file a registration statement for the Common Stock held by HARTFORD pursuant to this paragraph, will use its best efforts to effect such registration and qualify the Common Stock in such jurisdictions as may be requested by HARTFORD. Any such registration of shares requested by HARTFORD may include shares of Common Stock owned by other shareholders of the Company. 100,000 (One Hundred Thousand) shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata portion of all costs and expenses paid to third parties (other than those paid to any affiliate or subsidiary of the Company or any shareholder thereof) for registration and filing fees, printing expenses, fees and disbursements of counsel, and any accounting fees incident to or required by the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense of each selling shareholder. The Company shall keep effective and maintain any such registration statement, which earnings statement for will satisfy the provisions of Section 11(a) of the Securities Act. Grantor acknowledges that a breach of any of the covenants contained in this section of the Agreement may cause irreparable injury to Lxxxxx, and that Lender will have no adequate remedy at law with respect to any such period and breach, and, as a consequence, that Gxxxxxx's covenants as set forth in this Agreement are enforceable against Grantor. Grantor hereby waives, to the extent such waiver is enforceable under law, and Grantor shall not assert, any defenses against an action for specific performance of such covenants, except for a defense that Grantor is not in default under any of Grantor's Indebtedness in favor of Lxxxxx. Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies: (1) register with any issuer or broker or other securities intermediary any of the Collateral consisting of investment property or financial assets (collectively herein, "investment property") in Lender's sole name or in the name of Lxxxxx's broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Collateral consisting of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with respect to any Collateral consisting of investment property, on such terms as HARTFORD Lender may deem necessary appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by Grantor; (4) execute any such control agreement on Grantor's behalf and in Grantor's name, and hereby irrevocably appoints Lxxxxx as agent and attorney-in-fact, coupled with an interest, for the purpose of selling executing such control agreement on Grantor's behalf; (5) exercise any and all rights of Lender under any such control agreement or disposing power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Collateral; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Collateral consisting of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions, at Lxxxxx's discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by Grantor. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in "control" of such investment collateral, as contemplated under the provisions of the sharesUniform Commercial Code, and from time shall fully authorize Lender to time during such period shall amend issue "entitlement orders" concerning the transfer, redemption, liquidation or supplement the prospectus used disposition of investment collateral, in connection therewith to the extent necessary in order to comply conformance with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORD. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORD, in accordance with this paragraph, HARTFORD may (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORD. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholderUniform Commercial Code.

Appears in 2 contracts

Samples: Commercial Pledge Agreement (Premier Financial Bancorp Inc), Commercial Pledge Agreement (Premier Financial Bancorp Inc)

Registration of Stock. If the Company shall receive from HARTFORD IONIAN a written request that the Company register Common Stock under a registration statement in compliance with the Securities Act of 1933 as provided in paragraph 6 hereof, in order to permit the sale or distribution of such stock, the Company, as soon as practicable after giving written notice to HARTFORD IONIAN (which notice shall be given by the Company within ten (10) days after receipt of the written request for registration from HARTFORDIONIAN) that it has elected to file a registration statement for the Common Stock held by HARTFORD IONIAN pursuant to this paragraph, will use its best efforts to effect such registration and qualify the Common Stock in such jurisdictions as may be requested by HARTFORDIONIAN. Any such registration of shares requested by HARTFORD IONIAN may include shares of Common Stock owned by other shareholders of the Company. 100,000 (One Hundred Thousand) shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata portion of all costs and expenses paid to third parties (other than those paid to any affiliate or subsidiary of the Company or any shareholder thereof) for registration and filing fees, printing expenses, fees and disbursements of counsel, and any accounting fees incident to or required by the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense of each selling shareholder. The Company shall keep effective and maintain any such registration statement for such period and to the extent as HARTFORD IONIAN may deem necessary for the purpose of selling or disposing of the shares, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD IONIAN receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD IONIAN shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORDIONIAN. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORDIONIAN, in accordance with this paragraph, HARTFORD IONIAN may (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORDIONIAN. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholder.

Appears in 2 contracts

Samples: Investment Agreement (Telemetrix Inc), Exchange Agreement (Telemetrix Inc)

Registration of Stock. If the Company shall receive from HARTFORD ARDARA a written request that the Company register Common Stock under a registration statement in compliance with the Securities Act of 1933 as provided in paragraph 6 hereof, in order to permit the sale or distribution of such stock, the Company, as soon as practicable after giving written notice to HARTFORD ARDARA (which notice shall be given by the Company within ten (10) days after receipt of the written request for registration from HARTFORDARDARA) that it has elected to file a registration statement for the Common Stock held by HARTFORD ARDARA pursuant to this paragraph, will use its best efforts to effect such registration and qualify the Common Stock in such jurisdictions as may be requested by HARTFORDARDARA. Any such registration of shares requested by HARTFORD ARDARA may include shares of Common Stock owned by other shareholders of the Company. 100,000 (One Hundred Thousand) shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata portion of all costs and expenses paid to third parties (other than those paid to any affiliate or subsidiary of the Company or any shareholder thereof) for registration and filing fees, printing expenses, fees and disbursements of counsel, and any accounting fees incident to or required by the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense of each selling shareholder. The Company shall keep effective and maintain any such registration statement for such period and to the extent as HARTFORD ARDARA may deem necessary for the purpose of selling or disposing of the shares, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD ARDARA receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD ARDARA shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORDARDARA. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORDARDARA, in accordance with this paragraph, HARTFORD ARDARA may (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORDARDARA. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholder.

Appears in 2 contracts

Samples: Investment Agreement (Telemetrix Inc), Exchange Agreement (Telemetrix Inc)

Registration of Stock. If the Company shall receive from HARTFORD BCM a written request that the Company register Common Stock under a registration statement in compliance with the Securities Act of 1933 as provided in paragraph 6 hereof, in order to permit the sale or distribution of such stock, the Company, as soon as practicable after giving written notice to HARTFORD BCM (which notice shall be given by the Company within ten (10) days after receipt of the written request for registration from HARTFORDBCM) that it has elected to file a registration statement for the Common Stock held by HARTFORD BCM pursuant to this paragraph, will use its best efforts to effect such registration and qualify the Common Stock in such jurisdictions as may be requested by HARTFORDBCM. Any such registration of shares requested by HARTFORD BCM may include shares of Common Stock owned by other shareholders of the Company. 100,000 (One Hundred Thousand) shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata portion of all costs and expenses paid to third parties (other than those paid to any affiliate or subsidiary of the Company or any shareholder thereof) for registration and filing fees, printing expenses, fees and disbursements of counsel, and any accounting fees incident to or required by the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense of each selling shareholder. The Company shall keep effective and maintain any such registration statement for such period and to the extent as HARTFORD BCM may deem necessary for the purpose of selling or disposing of the shares, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD BCM receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD BCM shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORDBCM. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORDBCM, in accordance with this paragraph, HARTFORD BCM may (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORDBCM. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholder.

Appears in 2 contracts

Samples: Investment Agreement (Telemetrix Inc), Exchange Agreement (Telemetrix Inc)

Registration of Stock. If (a) On or after 150 days from the date the General Assignment becomes effective, Seller will deliver to Buyer a written schedule of creditors of the Company shall with allowed claims and other persons or entities entitled to payment pursuant to the General Assignment and applicable law (the "CLAIMS SCHEDULE"). The Claims Schedule will include (i) the names of each person or entity who is to receive from HARTFORD a written request that portion of the Company register Common Stock under a registration statement Insci Shares; (ii) the address for each person or entity where such shares are to be delivered; and (iii) the number of shares to be delivered to each person or entity, as determined by the Assignee in compliance accordance with the Securities Act of 1933 as provided in paragraph 6 hereof, in order to permit the sale or distribution of such stockGeneral Assignment, the Company, as Secured Creditor Consent and applicable law. (b) As soon as practicable after giving written notice to HARTFORD (which notice shall be given by commercially practicable, but in no event later than 30 days from the Company within ten (10) days after receipt date Buyer receives the Claims Schedule, Buyer will file an S3 with the SEC for the registration of the written request for registration from HARTFORD) that it has elected to file a registration statement for the Common Stock held by HARTFORD pursuant to this paragraph, Insci Shares. Buyer will use its best efforts to effect such effectuate the registration of the Insci Shares. (c) Upon the registration of the Insci Shares with the SEC, Buyer will, as soon as is commercially practicable, deliver registered certificated securities of the Insci Shares to Seller, or to parties whom Seller designates, in the number of certificates and qualify the Common Stock in such jurisdictions shares as may be requested by HARTFORD. Any such registration Seller, which will equal the aggregate number of shares requested Insci Shares granted in accordance with Section 3.1, for delivery by HARTFORD may include shares of Common Stock owned by other shareholders Seller or Seller's designee to those persons or entities listed on the Claims Schedule, subject to those persons or entities designated to receive a portion of the Company. 100,000 (One Hundred Thousand) registered certificated Insci Shares, each, entering into the applicable shareholder registration rights agreement and accompanying lock up agreement, provided that such lock up agreement will provide that those persons or entities who receive registered certificated shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata sell their portion of all costs and expenses paid to third parties the Insci Shares on the open market no later than the 9 month anniversary of this Agreement. (other than those paid to any affiliate or subsidiary d) Upon receipt of the Company or any shareholder thereof) for registration and filing feessuch registered shares, printing expenses, fees and disbursements of counselSeller, and any accounting fees incident party designated by Seller, will deliver to or required by Buyer the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense equivalent number of each selling shareholder. The Company shall keep effective and maintain any such registration statement for such period and unregistered Insci Shares to the extent as HARTFORD may deem necessary for the purpose of selling or disposing of the shares, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORD. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORD, in accordance with this paragraph, HARTFORD may (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORD. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholderBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Insci Corp)

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Registration of Stock. If the Company shall receive from HARTFORD Xxxxxx a written request that the Company register Common Stock under a registration statement in compliance with the Securities Act of 1933 as provided in paragraph 6 hereof, in order to permit the sale or distribution of such stock, the Company, as soon as practicable after giving written notice to HARTFORD Xxxxxx (which notice shall be given by the Company within ten (10) days after receipt of the written request for registration from HARTFORDXxxxxx) that it has elected to file a registration statement for the Common Stock held by HARTFORD Xxxxxx pursuant to this paragraph, will use its best efforts to effect such registration and qualify the Common Stock in such jurisdictions as may be requested by HARTFORDXxxxxx. Any such registration of shares requested by HARTFORD Xxxxxx may include shares of Common Stock owned by other shareholders of the Company. 100,000 (One Hundred Thousand) shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata portion of all costs and expenses paid to third parties (other than those paid to any affiliate or subsidiary of the Company or any shareholder thereof) for registration and filing fees, printing expenses, fees and disbursements of counsel, and any accounting fees incident to or required by the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense of each selling shareholder. The Company shall keep effective and maintain any such registration statement for such period and to the extent as HARTFORD Xxxxxx may deem necessary for the purpose of selling or disposing of the shares, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD Xxxxxx receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD Xxxxxx shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORDXxxxxx. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORDXxxxxx, in accordance with this paragraph, HARTFORD Xxxxxx may (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORDXxxxxx. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholder.

Appears in 1 contract

Samples: Exchange and Conversion Agreement (Telemetrix Inc)

Registration of Stock. If the Company shall receive from HARTFORD WYSE a written request that the Company register Common Stock under a registration statement in compliance with the Securities Act of 1933 as provided in paragraph 6 hereof, in order to permit the sale or distribution of such stock, the Company, as soon as practicable after giving written notice to HARTFORD WYSE (which notice shall be given by the Company within ten (10) days after receipt of the written request for registration from HARTFORDWYSE) that it has elected to file a registration statement for the Common Stock held by HARTFORD WYSE pursuant to this paragraph, will use its best efforts to effect such registration and qualify the Common Stock in such jurisdictions as may be requested by HARTFORDWYSE. Any such registration of shares requested by HARTFORD WYSE may include shares of Common Stock owned by other shareholders of the Company. 100,000 (One Hundred Thousand) shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata portion of all costs and expenses paid to third parties (other than those paid to any affiliate or subsidiary of the Company or any shareholder thereof) for registration and filing fees, printing expenses, fees and disbursements of counsel, and any accounting fees incident to or required by the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense of each selling shareholder. The Company shall keep effective and maintain any such registration statement for such period and to the extent as HARTFORD WYSE may deem necessary for the purpose of selling or disposing of the shares, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD WYSE receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD WYSE shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORDWYSE. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORDWYSE, in accordance with this paragraph, HARTFORD WYSE may (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORDWYSE. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholder.

Appears in 1 contract

Samples: Exchange Agreement (Telemetrix Inc)

Registration of Stock. If the Company shall receive from HARTFORD Xxxxxx a written request that the Company register Common Stock under a registration statement in compliance with the Securities Act of 1933 as provided in paragraph 6 hereof, in order to permit the sale or distribution of such stock, the Company, as soon as practicable after giving written notice to HARTFORD Xxxxxx (which notice shall be given by the Company within ten (10) days after receipt of the written request for registration from HARTFORDXxxxxx) that it has elected to file a registration statement for the Common Stock held by HARTFORD Xxxxxx pursuant to this paragraph, will use its best efforts to effect such registration and qualify the Common Stock in such jurisdictions as may be requested by HARTFORDXxxxxx. Any such registration of shares requested by HARTFORD Xxxxxx may include shares of Common Stock owned by other shareholders of the Company. 100,000 (One Hundred Thousand) shares in the aggregate is the minimum number of shares that may be included in any registration. Each selling shareholder shall bear a pro rata portion of all costs and expenses paid to third parties (other than those paid to any affiliate or subsidiary of the Company or any shareholder thereof) for registration and filing fees, printing expenses, fees and disbursements of counsel, and any accounting fees incident to or required by the registration or qualification. Underwriting discounts and commissions shall be the pro rata expense of each selling shareholder. The Company shall keep effective and maintain any such registration statement for such period and to the extent as HARTFORD Xxxxxx may deem xxxx necessary for the purpose of selling or disposing of the shares, and from time to time during such period shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with the applicable law. The Company shall be required to comply with the above registration provisions only once, except that if HARTFORD Xxxxxx receives a Warrant which it is not entitled to exercise until after the registration statement has become effective, then HARTFORD Xxxxxx shall be entitled to a second registration to cover Common Stock acquired by it upon exercise of the Warrant an any other shares of Common Stock then still owned by HARTFORDXxxxxx. Should the Company at any time seek to register all or any part of its Common Stock under a registration statement in compliance with the Securities Act of 1933, without having been requested to do so by HARTFORDXxxxxx, in accordance with this paragraph, HARTFORD Xxxxxx may (in addition to its registration rights set forth above) add any or all of such shares of the Company as it may own to any such registration. The Company shall bear all costs and expenses for registration and filing fees, printing expenses, fees and disbursements of all counsel and any accounting fees, including expenses of any special audit, incident to or required by any registration not requested by HARTFORDXxxxxx. Underwriting discounts and commissions shall be the pro rata expense of such selling shareholder.

Appears in 1 contract

Samples: Investment Agreement (Telemetrix Inc)

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