Registration of Underlying Shares. (a) The Company shall, at its expense, (i) not later than January 15, 2002, file a registration statement on Form S-3 (the "Resale Registration Statement") to register under the Securities Act the resale by the Investor of the Underlying Shares, (ii) use its commercially reasonable efforts to cause the Resale Registration Statement to become effective under the Securities Act on the earliest possible date and to remain effective until two years from the date hereof or such earlier date as the Investor owns no Shares or Underlying Shares, and (iii) after the Resale Registration Statement is declared effective under the Securities Act, furnish the Investor with such number of copies of the prospectus (the "Prospectus") included in the Resale Registration Statement as the Investor may reasonably request to facilitate the resale of the Underlying Shares.
(b) If at any time during the period that the Resale Registration Statement is effective under the Securities Act an event (an "Event") shall have occurred that has caused the Prospectus to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, the Company shall (i) give the Investor a notice (the "No-Sell Notice") that an Event has occurred, (ii) promptly (or, if in the reasonable judgment of the Company disclosure of the Event would be detrimental to the Company, promptly after the earlier of (A) the date that disclosure of the Event would not be detrimental to the Company and (B) 90 days after the date of the No-Sell Notice) use its commercially reasonable efforts to cause the Resale Registration Statement not to contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and (iii) give the Investor a notice (the "Sell Notice") when the Resale Registration Statement does not contain an untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. The Investor shall keep the existence and contents of any No-Sell Notice confidential, and shall not sell any Underlying Shares pursuant to the Resale Registration S...
Registration of Underlying Shares. The Issuer shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Underlying Shares (if any) issuable upon conversion of the Convertible Notes required hereby. The Issuer shall be responsible for all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.), national securities exchange fees, blue sky fees and expenses, printing and delivery expenses and fees and disbursement of the Issuer’s counsel and accountants incurred in connection with the registration of the Underlying Shares.
Registration of Underlying Shares. The Company has registered under the Securities Act of 1933, as amended (the “Act”), the issuance and sale of Underlying Shares upon exercise of the Option, and intends to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Act, the issuance and sale of Underlying Shares will be delayed until registration of such issuance and sale is effective or an exemption from registration under the Act is available. The Company intends to use its reasonable efforts to ensure that no such delay occurs. If an exemption from registration under the Act is available upon an exercise of the Option, Employee (or the person permitted to exercise the Option in the event of Employee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws.
Registration of Underlying Shares. (a) The Company covenants that it will, at its sole expense, (i) within 120 days following the issuance of the Preferred Stock, file a registration statement (the "Registration Statement") with the SEC to register under the Securities Act the Purchasers' resales of the Underlying Shares, (ii) use its reasonable best efforts to cause such Registration Statement to become effective within 180 days after the issuance of the Preferred Stock; and (iii) maintain the effectiveness of such Registration Statement until April 30, 2001.
(b) Each of the Purchasers shall cooperate with the Company in connection with a registration of the Underlying Shares and shall furnish (i) such information as may be reasonably required by the Company or by the Commission in connection therewith and (ii) such representations, undertakings and agreements as may be reasonably required by the Commission in connection therewith.
(c) In addition to the Registration Statement provided for in paragraph (a) above, the Company agrees, if requested (the "Demand") by the holders of 50% or more of the Registrable Securities (as defined below), to file with the Commission, at the Company's sole expense (other than with respect to underwriting discounts and commissions and fees and expenses of legal counsel for selling holders, which expenses shall be paid by the holders of Registrable Securities pro rata to the extent that such holders elect to participate in the Demand), one registration statement under the Securities Act (the "Demand Registration Statement") for an underwritten public offering of Underlying Shares by any holder of Registrable Securities seeking to sell all or a portion of its
Registration of Underlying Shares. The Company agrees to take steps in order to have a registration statement declared effective for the total number of shares underlying the stock option grant twelve months from the Effective Date. Furthermore, the Company agrees to keep this registration effective for the full 10 year term of the options plus one-year as long as any options continue to remain effective and exercisable.
Registration of Underlying Shares. The Company has agreed to file a registration statement covering 2,665,000 Underlying Shares (including shares reserved for issuance upon conversion of the Tranche 1 Debentures, Tranche 2 Debenture and the payment of interest thereon, and shares reserved for issuance on exercise of the Tranche 1 Warrants and the Tranche 2 Warrants) following the Tranche 2 Closing in accordance with the Registration Rights Agreement dated July 17, 1997 among the parties hereto (the "Registration Rights Agreement"). The Company agrees that at any time after this date if either (i) the Company receives a recommendation of non-approval of its Pre-Market Application for its Heart Laser System from the Circulatory Systems Advisory Panel of the U.S. Food and Drug Administration (the "Panel"), or (ii) the Company does not receive a recommendation of approval of its Pre-Market Application for its Heart Laser System from the Panel or from the United States Food and Drug Administration by August 14, 1998, then the maximum number of shares of Common Stock which the Company shall be obligated to issue upon conversion of the Tranche 1 Debentures and Tranche 2 Debentures shall be increased from 2,515,000 to 3,015,000. At the request of any of the Purchasers the Company shall immediately file an additional registration statement in accordance with the terms of the Registration Rights Agreement with respect to an additional 500,000 Underlying Shares.
Registration of Underlying Shares. Following the date of this Agreement, the Parties agree to negotiate in good faith a registration rights agreement to be entered into at Closing providing for customary demand and piggy back registration rights for the Seller with respect to the Underlying Securities that will provide that Camber will file a registration statement within thirty (30) days of issuance of any Underlying Securities to Seller and further provide for removal of restrictive legends under the Securities Act if and when permitted under Rule 144 under the Securities Act.
Registration of Underlying Shares. So long as any Shares remain restricted and unregistered, the Company agrees not to file a registration statement with the Commission, without first having registered the Shares for resale with the SEC and for resale in such states of the United States as the Holders thereof shall reasonably request. If the Company shall propose to file with the SEC any registration statement, the Company agrees to give written notification of such to the Holders of the Shares at least two weeks prior to such filing or taking of the proposed action. If any Shares are still held by Purchaser at the end of such notice period, the Company agrees to file a registration statement on Form S-1 or SB-2, or such other form of registration statement in which the Shares may be included, and to include in such registration statement the Shares held by Purchaser so as to permit the public resale thereof. All costs and expenses of registration shall be borne by the Company.
Registration of Underlying Shares. (a) At the Closing, the Issuer, the Subscriber and certain other persons shall execute and deliver the Registration Rights Agreement, pursuant to which, among other things, the Issuer shall agree under certain circumstances to register the resale of the Subscribed Shares, under the Securities Act, and the rules and regulations promulgated thereunder.
Registration of Underlying Shares. HNC shall use its best efforts to cause the shares of HNC Common Stock that are issuable upon exercise of the HNC Options that are issued in exchange for Retek Options under Section 2.1 to be registered on a registration statement (or to be issued pursuant to a then-effective registration statement) on Form S-8 (or successor form) promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "1933 Act"), as soon as reasonably practicable after the Closing, and no later than 45 days after the Closing of the Exchange, and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements for so long as such HNC Options remain outstanding and HNC Common Stock is registered under the Securities Exchange Act of 1934, as amended (the "1934 Act").
