Registration of the Securities. After the expiration of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective by the Securities and Exchange Commission, the COMPANY shall cause such registration statement to remain effective until the earlier of (I) the sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date of the PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not effected by such date; provided, however, that the payment of such liquidated damages shall ...
Registration of the Securities. You are aware that no action has been or will be taken by the issuer of the Securities that would permit the offer or sale of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required, other than registering the Securities under the Securities Act in the case of a Registered Offering. Accordingly, you agree that you will observe all applicable laws and regulations in each jurisdiction in or from which you may directly or indirectly acquire, offer, sell, or deliver Securities or have in your possession or distribute the Prospectus or any other offering material relating to the Securities, and you will obtain any consent, approval or permission required by you for the purchase, offer, or sale by you of the Securities under the laws and regulations in force in any such jurisdiction to which you are subject or in which you make such purchase, offer, or sale. Neither the issuer of the Securities nor AAFS or any Selected Dealers or Underwriters shall have any responsibility for determining what compliance is necessary by you or for your obtaining such consents, approvals, or permissions. You further agree that you will take no action that will impose any obligations on the issuer of the Securities, AAFS, or any Selected Dealers or Underwriters. Subject as provided above, you shall, unless prohibited by applicable law, furnish to each person to whom you offer, sell or deliver Securities a copy of the Prospectus (as then amended or supplemented) or (unless delivery of the Prospectus is required by applicable law) inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. In the case of an Exempted Securities Offering, all references to “Prospectus” in this section shall be interpreted to mean “offering circular.”
Registration of the Securities. The Securities have not been and are not being registered under the Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred. The Company and the Purchaser agree to rely on Rule 144 of the Securities Act, when applicable, in the event a Purchaser desires to undertake any resale of any of the Securities.
Registration of the Securities. (a) The Company shall notify all Selling Stockholders in writing at least ten (10) days prior to the filing of any registration statement under the Securities Act for the purpose of registering securities of the Company, excluding registration statements on SEC Forms S-4, S-8 or any similar or successor forms, and excluding that certxxx xxxistration statement of the Company on SEC Form SB-2, Registration No. 333-126453, initially filed with the SEC on or about July 7, 2005 and any amendments thereto, and will afford each such Selling Stockholder an opportunity to include in such registration statement all or part of such Restricted Stock held by such Selling Stockholder. Each Selling Stockholder desiring to include in any such registration statement all or any part of the Restricted Stock held by it shall, within five (5) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Selling Stockholder. If a Selling Stockholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Company, such Selling Stockholder shall nevertheless continue to have the right to include any Restricted Stock in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company may, without the consent of the Selling Stockholders, withdraw such registration statement prior to its becoming effective if the proposal to register the securities proposed to be registered thereby is abandoned.
(b) In the event that any registration pursuant to Section 6.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Purchasers proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) sec...
Registration of the Securities. The Company agrees from and after the expiration of the Restricted Period or such earlier date if the Securities (or other securities underlying the Warrants) are released from any lock-up restriction, but only as to such released Securities, it will use commercially reasonable efforts to enable the resale of the Securities which may be satisfied by: (i) filing a resale registration statement covering the Securities and the securities underlying the Warrants; (ii) including such Securities and the securities underlying the Warrants in additional or secondary registration statements filed by the Company for other purposes; or (iii) in any other manner selected by the Company which is then permitted by applicable laws and SEC rules and regulations, any such registration subject to the applicable rules and regulations of the SEC; provided, however, that the Company shall not be required to use its commercially reasonable efforts to enable the resale of the Securities as described in this Section 3(F) if the Securities are otherwise transferable pursuant to a resale exemption or other exemption from registration under the Securities Act or any state securities laws.
Registration of the Securities. The Securities shall have ------------------------------ those registration rights as are set forth in the Registration Rights Agreement.
Registration of the Securities. Pursuant to the terms of the Registration Rights Agreement, the Company shall, at its own expense, prepare, and within 45 days after the Closing Date, file with the SEC a registration statement on such form as is then available in order to effect the registration of the Conversion Shares (the "Registration Statement"). The Company shall use all reasonable best efforts to have the Registration Statement declared effective as soon as possible after the filing thereof and to remain effective for the Registration Period (as defined in the Registration Rights Agreement).
Registration of the Securities. For the purpose of Articles VI and VII, the term "Registrable Securities" shall include (i) the Shares, (ii) the Warrant Shares, (iii) the Additional Warrant Shares and (iv) any shares of capital stock issued or issuable from time to time (with any adjustments) in exchange for or otherwise with respect to the Shares, Warrant Shares or Additional Warrant Shares.
Registration of the Securities. Pursuant to a Registration Rights Agreement, dated as of September 27, 2002, between the Operating Partnership and TIAA, in substantially the form attached hereto as Exhibit F (the "Operating Partnership Registration Rights Agreement") and a Registration Rights Agreement, dated as of September 27, 2002, between the REIT and TIAA, in substantially the form attached hereto as Exhibit G (the "REIT Registration Rights Agreement" and, together with the Operating Partnership Registration Rights Agreement, the "Registration Rights Agreements"), each of the Operating Partnership and the REIT agree, respectively, for the benefit of TIAA, to use its best efforts to file with the Securities and Exchange Commission (the "Commission") and to cause to become effective (a) a registration statement (the "Exchange Offer Registration Statement"), including a prospectus, relating to an offer to exchange the Securities for notes of the Operating Partnership (the "Exchange Notes") and preferred stock of the REIT (the "Exchange Stock" and, together with the Exchange Notes, the "Exchange Securities") with terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate as described in this Agreement or the Registration Rights Agreements); and (b) under certain circumstances specified in the Registration Rights Agreements, a shelf registration statement pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), covering resales of the Securities. The offer to exchange the Securities for the Exchange Securities shall be referred to herein as the "A/B Exchange."
Registration of the Securities. In the event that the shares of --------------------------------- Common Stock issuable upon conversion of the Convertible Debentures are not subject to an effective Registration Statement on Form S-2 filed under the Securities Act, the Company shall promptly and expeditiously file within 45 days of the Closing Date, and cause to become effective within 120 days of the Closing Date, a registration statement on Form S-2 under the Securities Act and all applicable Blue Sky Laws covering the sale of the Common Stock. The Company shall promptly respond to all comments received by the SEC staff upon written request, providing Purchaser or its counsel on request with contemporaneous copies of all written communications from SEC staff and promptly prepare and file amendments to such registration statement which are responsive to the comments received from the SEC staff. Any such registration statement shall name Purchaser as a selling shareholder and shall provide from the sale of the Common Stock from time to time directly to purchasers in the over-the-counter market, or through or to securities broker-dealers that may receive compensation in the form of discounts, concessions, or commissions. Any such registration statement shall remain effective for up to 12 months or until all of the Common Stock, whichever is earlier. The Company shall provide the Purchaser with such number of copies of the prospectus as shall be reasonably requested to facilitate the sale of the Common Stock. The Company shall bear and pay all expenses incurred in connection with any such registration, excluding discounts and commissions. The foregoing shall not in any way limit Purchaser's rights in connection with the Common Stock from selling such Common Stock (i) pursuant to Rule 144 or (ii) pursuant to any other exemption from registration under the Securities Act.
