Registration Procedure. Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to any Redemption Shares issued to such Holder, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the later of (i) the Effective Date or (ii) the date a notice of redemption is delivered by the Holder to the Operating Partnership pursuant to the Operating Partnership Agreement, but must be given at least fifteen (15) business days prior to the consummation of any sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the SEC as soon as reasonably practicable after receiving such Registration Notice a new registration statement and related prospectus (a "New Registration Statement") that complies as to form in all material respects with applicable SEC rules providing for the sale by the Holder of the Registrable Securities, and agrees (subject to Section 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy each Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference.) Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of a...
Registration Procedure. With respect to the Registration Rights, ----------------------- the following provisions shall apply:
(a) The Holder shall be obligated to furnish to the Company and the underwriters such information regarding the Registrable Securities and the proposed manner of distribution of the Registrable Securities as the Company and the underwriters may request in writing and as shall be required in connection with any registration, qualification or compliance referred to herein and shall otherwise cooperate with the Company and the underwriters in connection with such registration, qualification or compliance.
(b) With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of any Restricted Securities as defined in Rule 144 ("Rule 144") promulgated under the Securities Act to the public without registration, the Company agrees to use its best lawful efforts to:
(i) Make and keep public information available, as those terms are understood and defined in Rule 144 at all times during which the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(ii) File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at all times during which the Company is subject to such reporting requirements); and
(iii) So long as the Holder owns any Restricted Securities, to furnish to the Holder upon request a written statement from the Company as to its compliance with the reporting requirements of Rule 144 and with regard to the Securities Act and the Exchange Act (at all times during which the Company is subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as the Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing the Holder to sell any Restricted Securities without registration.
(c) The Company agrees that it will furnish to the Holder such number of prospectuses meeting the requirements of Section 10(a)(3) of the Securities Act, offering circulars or other documents incident to any registration, qualification or compliance referred to herein as provided or, if not otherwise provided, as the Holder from time to time may reasonably request...
Registration Procedure. In connection with the registration of the Units under the Securities Act, the Company will:
(a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold.
(b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold;
(c) furnish to the Holder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of such securities;
(d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed;
(e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in...
Registration Procedure. 1. Each Party shall provide for a system for the registration of trademarks in which each final negative decision taken by the relevant trademark administration shall be communicated to the applicant in writing and shall be duly reasoned.
2. Each Party shall provide for the possibility to oppose applications to register trademarks. Such opposition proceedings shall be adversarial.
3. The Parties shall provide a publicly available electronic database of applications and registrations of trademarks.
Registration Procedure. 1. The registration, grant or protection pursuant to Article 54(1) and (2) of this Agreement shall be carried out free of charge by the relevant entities in the United Kingdom, using the data available in the registries of the European Union Intellectual Property Office, the Community Plant Variety Office and the European Commission. Annex III to Regulation (EC) No 110/2008 shall be considered a registry for the purpose of this Article.
2. For the purposes of paragraph 1, holders of the intellectual property rights referred to in Article 54(1) and those persons who are entitled to use a geographical indication, designation of origin, traditional speciality guaranteed or traditional term for wine referred to in Article 54(2) shall not be required to introduce an application or to undertake any particular administrative procedure. Holders of intellectual property rights referred to in Article 54(1) shall not be required to have a correspondence address in the United Kingdom in the 3 years following the end of the transition period.
3. The European Union Intellectual Property Office, the Community Plant Variety Office and the European Commission shall provide to the relevant entities in the United Kingdom the information necessary for the registration, grant or protection in the United Kingdom pursuant to Article 54(1) or (2).
4. This Article shall be without prejudice to renewal fees that may apply at the time of renewal of the rights, or the possibility for the holders concerned to surrender their intellectual property rights in the United Kingdom in accordance with the relevant procedure under the law of the United Kingdom.
Registration Procedure. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as is reasonably possible:
(a) Furnish to the Holder of the Registrable Securities covered by such registration statement such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as he may reasonably request in order to facilitate the disposition of the Registrable Securities owned by him.
(b) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. The Holder participating in such underwriting shall also enter into and perform his obligations under such agreement.
(c) Notify the Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
Registration Procedure. 7.1 ALVOTECH shall as soon as reasonably possible (within a maximum of [***]) after completion of the Dossier and STADA’s approval, in coordination with STADA, submit to EMA a CP for the Products in STADA’s name as Marketing Authorisation holder and with STADA’s own brand name/trademark.
7.2 In addition, ALVOTECH grants the right to STADA, STADA’s Affiliates and to consultants working on behalf of STADA or its Affiliates to register the Products, at STADA’s risk and expense in respect of countries of the Territory not covered by the CP via national procedures. STADA is entitled to decide independently whether and when to submit for national applications for the Products in such countries to obtain MAs in the name of STADA, its Affiliates and/or consultants acting on STADA’s or its Affiliates’ behalf and at STADA’s own expense. For that reason, STADA is entitled to use regulatory consultants working on behalf of STADA or its Affiliates. However, if such national applications are not submitted within [***] after receipt of the Dossier for any negligent act, fault or culpable omission by STADA or any of its Affiliates or anyone acting on any of their behalves (or such longer period as the Parties mutually agree), then, on a country by country basis, ALVOTECH shall have the right to terminate this Agreement with respect to such country, provided that:
(a) ALVOTECH has first notified STADA in writing of such non-submission (describing the country and due date of the submission),
(b) ALVOTECH granted a last grace period of [***] to rectify such failure, and
(c) STADA has not done so within said grace period, except that said [***] period shall be prolonged by such reasonable period which is necessary to allow for any required additional local studies to be conducted. STADA will keep ALVOTECH informed about progress of all such applications. Upon any such termination in a country, the relevant provisions in Article 17.5 shall apply with respect to such country.
7.3 STADA or its Affiliates will bear all Health Authority fees and all other reasonable external costs associated with all MAs obtained by or for and/or transferred to, STADA or its Affiliates (including any consultants acting on any of their behalves) unless otherwise stated in this Agreement.
7.4 ALVOTECH shall use all reasonable efforts to provide the assessment reports and all deficiency letters to STADA within [***] (or sooner) from the receipt thereof. In case STADA runs the registration procedures ...
Registration Procedure. The EC Party and the Signatory CARIFORUM States shall provide for a system for the registration of trademarks in which each final decision taken by the relevant trademark administration is reasoned and in writing. The applicant will have the opportunity to contest the refusal to register a trademark and to appeal a final refusal before the Courts. The EC Party and the Signatory CARIFORUM States shall also introduce the possibility to object to the registration of trademarks after the publication of the applications. The EC Party and the Signatory CARIFORUM States shall provide publicly available electronic databases of trademark applications and trademark registrations.
Registration Procedure. Whenever required under Section 2 to use all commercially reasonable efforts to effect the registration of any Registrable Shares, the Company shall, to the extent applicable:
(a) subject to the last five sentences of Section 3(b), prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and use all commercially reasonable efforts to cause such Registration Statement to become and remain effective for the applicable period as provided in Section 2.
(b) subject to the last five sentences of this Section 3(b), prepare and file with the SEC from time to time such amendments and supplements to the Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Shares throughout the applicable period. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described in the previous sentence, in Section 3(a), 3(d) or Section 3(g) to the extent that (i) in the reasonable opinion of the Company (A) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (B) the ---------- ----------- disclosure of such Non-Public Information would materially adversely affect the Company; (ii) such sale would occur during the measurement period for determining the amount of Common Stock in connection with the acquisition of a business or assets by the Company (the "Measurement Period"); or (iii) the ------------------ Company is contemplating an underwritten or non-underwritten public offering of its securities and in the reasonable opinion of the underwriters (or the Company, in the case of a non-underwritten public offering) such sale would interfere materially with such public offering by the Company (a "Financing --------- Period"); and in the event of (i), (ii) or (iii) the Company simultaneously ------ delivers written notice to the Holders to the effect that the Holders may not make offers or sales under the applicable Registration Statement for a period not to exceed sixty (60) days from the date of such notice; provided, however, -------- ------- that the Company may only deliver two such notices within any twelve-month period and shall not deliver such notices consecutively in any twelve-month period. In the even...
Registration Procedure. (Exhibit J);
