Common use of Registration Procedures and Expenses Clause in Contracts

Registration Procedures and Expenses. The Company shall: (a) subject to receipt of necessary information from the Investors, use its best efforts to prepare and file with the SEC, within 30 days after the Closing Date, a registration statement (the “Registration Statement”) on Form S-3 to enable the resale of the Registrable Shares (as defined below) by the Investors on a delayed or continuous basis under Rule 415 of the Securities Act. The Registration Statement may include shares of common stock other than those held by the Investor and the Other Investors, provided that the inclusion of those shares would not affect the plan of distribution included in the Registration Statement. “Registrable Shares” means (a) all shares of Common Stock purchased in the Offering, (b) all shares of Common Stock underlying the Warrants, (c) Penalty Shares (as defined below), if any, and (d) any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend, merger, consolidation or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing, in each case held at the relevant time by an Investor;

Appears in 2 contracts

Samples: Securities Purchase Agreement (Palatin Technologies Inc), Securities Purchase Agreement (Avax Technologies Inc)

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Registration Procedures and Expenses. The Company shall: (a) subject to receipt of necessary information from the Investors, use its best efforts to prepare and file with the SEC, within 30 90 days after the Closing Date, a registration statement (the “Registration Statement”) on Form S-3 SB-2 or any other available form to enable the resale of the Registrable Shares (as defined below) by the Investors on a delayed or continuous basis under Rule 415 of the Securities Act. The Registration Statement may include shares of common stock other than those held by the Investor and the Other Investors, provided that the inclusion of those shares would not affect the plan of distribution included in the Registration Statement. “Registrable Shares” means (a) all shares of Common Stock purchased in the Offering, (b) all shares of Common Stock underlying the Warrants, (c) Penalty Shares (as defined below), if any, and (d) any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend, merger, consolidation or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing, in each case held at the relevant time by an Investor;

Appears in 1 contract

Samples: Securities Purchase Agreement (Avax Technologies Inc)

Registration Procedures and Expenses. The Company shall: (a) subject to receipt of necessary information from the Investors, use its commercially reasonable best efforts to prepare and file with the SEC, within 30 days after the Closing Date, a registration statement (the “Registration Statement”) on Form S-3 to enable the resale of the Registrable Shares (as defined below) by the Investors on a delayed or continuous basis under Rule 415 of the Securities Act. The Registration Statement may include shares of common stock other than those held by the Investor and the Other Investors, provided that the inclusion of those shares would not affect the plan of distribution included in the Registration Statement. “Registrable Shares” means (a) all shares of Common Stock purchased in the Offering, (b) all shares of Common Stock underlying issuable upon exercise of the Warrants, (c) Penalty Shares (as defined below), if any, and (d) any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend, merger, consolidation or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing, in each case held at the relevant time by an Investor;

Appears in 1 contract

Samples: Securities Purchase Agreement (Genaissance Pharmaceuticals Inc)

Registration Procedures and Expenses. The Company shall:: ------------------------------------ (a) subject to receipt of necessary information from the Investors, use its best efforts to prepare and file with the SEC, within 30 days after the Closing Date, a registration statement (the "Registration Statement") on Form S-3 to enable the resale of the Registrable Shares (as defined below) by the Investors on a delayed or continuous basis under Rule 415 of the Securities Act. The Registration Statement may include shares of common stock other than those held by the Investor and the Other Investors, provided that the inclusion of those shares would not affect the plan of distribution included in the Registration Statement. "Registrable Shares" means (a) all shares of Common Stock purchased in the Offering, (b) all shares of Common Stock underlying the Warrants, (c) Penalty Shares (as defined below), if any, and (d) any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend, merger, consolidation or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing, in each case held at the relevant time by an Investor;

Appears in 1 contract

Samples: Securities Purchase Agreement (Palatin Technologies Inc)

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Registration Procedures and Expenses. The Company shall:: ------------------------------------- (a) subject to receipt of necessary information from the Investors, use its best efforts to prepare and file with the SEC, within 30 15 days after the Closing Date, a registration statement (the "Registration Statement") on Form S-3 to enable the resale of the Registrable Shares (as defined below) by the Investors on a delayed or continuous basis under Rule 415 of the Securities Act. The Registration Statement may include shares of common stock other than those held by the Investor and the Other Investors, provided that the inclusion of those shares would not affect the plan of distribution included in the Registration Statement. "Registrable Shares" means (a) all shares of Common Stock purchased in the Offering, (b) all shares of Common Stock underlying the Warrants, (c) Penalty Shares (as defined below), if any, and (dc) any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend, merger, consolidation or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to any of the foregoing, in each case held at the relevant time by an Investor;

Appears in 1 contract

Samples: Stock Purchase Agreement (Interneuron Pharmaceuticals Inc)

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