Common use of Registration Right Clause in Contracts

Registration Right. (a) On or before June 12, 2015, upon receipt of a written request from any Investor, the Company shall prepare and file with the SEC a secondary registration statement on behalf of Investors on Form S-3 (or any successor form thereto) covering the Shares (“Registration Statement”), and use its best efforts to cause the Registration Statement to become effective as soon thereafter as practicable; provided, however, that the Company shall be under no obligation to prepare and file the Registration Statement until it shall have received such written request. (b) The Company shall prepare and file with the SEC such amendments, post-effective amendments and supplements to the Registration Statement and prospectus used in connection therewith (“Prospectus”) as may be necessary to keep the Registration Statement and Prospectus effective and current, respectively, until June 12, 2017, or if earlier, until such time as the number of Shares remaining unsold may be sold by Investors within 12 months in open market transactions under Rule 144. The Company will furnish such number of copies of the Prospectus and any supplement thereto and such other documents as Investors may reasonably request in order to facilitate the disposition of the Shares. (c) In connection with the preparation and filing of the Registration Statement, Investors will furnish to the Company such information requested by the Company with respect to themselves and the proposed distribution of the Shares by them as shall be reasonably necessary in order to assure compliance with Federal and applicable state securities laws. (d) The Company will use its best efforts to register or qualify the Shares under other securities or "blue sky" laws as may be necessary and do any other acts and things needed to enable Investors to consummate the disposition of the Shares; provided, however, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (d). (e) The Company may postpone for up to 90 days the filing or effectiveness of the Registration Statement if the Company's board of directors determines in its reasonable good faith judgment that the Registration Statement would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. (f) If during the effectiveness of the Registration Statement, an intervening event should occur which, in the reasonable opinion of Company’s counsel, makes the Prospectus no longer comply with the Securities Act, after written notice of such event, Investors shall make no further sales or other dispositions or offers therefor, of the Shares under the Registration Statement, and the Company shall prepare a supplement or amendment to the Prospectus so that, as thereafter delivered to the purchasers of any Shares, such Prospectus complies with the Securities Act. (g) All expenses incurred in connection with the preparation and filing of the Registration Statement, including, without limitation, registration and filing fees, fees and expenses of complying with securities and "blue sky" laws, printing expenses, fees and expenses of the Company's counsel and accountants, and the costs of maintaining the effectiveness, and any updating, of the Registration Statement (altogether, “Registration Statement Fees”), shall be paid and shared on a 50/50 basis by the Company and Investors, with each Investor’s portion to be proportionate to the percentage of the Shares covered in the Registration Statement that such Investor beneficially owns, provided that no Investor’s portion shall exceed $15,000. Any selling commissions or fees attributable to the sale of the Shares in open market transactions shall be borne by Investors. (h) Investors will not take any actions or steps to initiate an underwritten offering of the Shares under the Registration Statement, without the prior written consent of the Company, and Investors acknowledge that the Company shall be under no obligation to initiate or facilitate an underwritten offering of the Shares under the Registration Statement.

Registration Right. (a) On or before June 12, 2015, upon receipt prior to the date that is 7 days after the Closing of a written request from any Investorthe Offering, the Company shall use best efforts to prepare and file with the SEC a secondary registration statement on behalf of Investors on Form S-3 (or any successor such other form theretoif, at such time, the Company is not eligible to utilize such Form S-3) (the “Resale Registration Statement” including the base prospectus contained therein the “Prospectus”) covering the resale of all of the Conversion Shares and any shares issuable upon exercise of the Subsequent Financing Warrant (if any) referred to in Section 4 (the “Registrable Securities”). (b) Upon filing the Resale Registration Statement”), and the Company shall use its best efforts to cause the such Resale Registration Statement to become be declared effective by the SEC as soon thereafter as practicable; providedpracticable thereafter, however, that including the Company shall be under no obligation to prepare filing of amendments and file the Registration Statement until it shall have received such written request. (b) The Company shall prepare and file with the SEC such amendments, post-effective amendments and supplements to such Resale Registration Statement. The Company shall otherwise use its reasonable best efforts to comply with all rules and regulations of the SEC and other governmental and regulatory authorities applicable to the registration of such Registrable Securities and the effectiveness of the Resale Registration Statement. (c) The Company shall maintain such Resale Registration Statement and prospectus used in connection therewith (“Prospectus”) as may be necessary to keep the Registration Statement and Prospectus effective and current, respectively, until June 12, 2017, or if earlier, shall comply with its other obligations under this Section 4 until such time as the number of Shares remaining unsold Registrable Securities may be sold resold by Investors within 12 months in open market transactions under the Purchasers pursuant to Rule 144. The Company will furnish such number of copies 144 of the Prospectus and any supplement thereto and such other documents as Investors may reasonably request Securities Act without the requirement for the Company to be in order to facilitate the disposition of the Shares. (c) In connection compliance with the preparation current public information required under such Rule and filing of the Registration Statement, Investors will furnish to the Company such information requested by the Company with respect to themselves and the proposed distribution of the Shares by them as shall be reasonably necessary in order to assure compliance with Federal and applicable state securities lawswithout volume or manner-of-sale restrictions. (d) The Company will shall notify the Purchasers of the occurrence or existence of any pending corporate development with respect to the Company that it believes is material and that, in the determination of the Company and its counsel, causes the Resale Registration Statement and the Prospectus to contain an untrue statement of material fact or to omit to state a material fact necessary to make the statements contained therein not misleading, or otherwise makes the Resale Registration Statement and the Prospectus not in the best interest of the Company to allow continued availability thereof. The Company shall use its reasonable best efforts to register or qualify cause the Shares under other securities or "blue sky" laws filing of amendments and post-effective amendments and supplements to such Resale Registration Statement and Prospectus as may be necessary and do any other acts and things needed to enable Investors to consummate the disposition of the Shares; provided, however, that the Company shall not be required determines are necessary to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (d)again allow resales under the Resale Registration Statement as soon as practicable. (e) The Company may postpone for up All expenses incident to 90 days the filing or effectiveness of the Registration Statement if the Company's board of directors determines in its reasonable good faith judgment that the Registration Statement would (i) materially interfere ’s compliance with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. (f) If during the effectiveness of the Registration Statement, an intervening event should occur which, in the reasonable opinion of Company’s counsel, makes the Prospectus no longer comply with the Securities Act, after written notice of such event, Investors shall make no further sales or other dispositions or offers therefor, of the Shares under the Registration Statement, and the Company shall prepare a supplement or amendment to the Prospectus so that, as thereafter delivered to the purchasers of any Shares, such Prospectus complies with the Securities Act. (g) All expenses incurred in connection with the preparation and filing of the Registration Statementthis Section 5, including, without limitation, all registration and filing fees, fees and expenses of complying compliance with securities and "blue sky" laws, printing expenses, filing expenses, and fees and expenses disbursements of the Company's ’s counsel and accountants, and the costs of maintaining the effectiveness, and any updating, of the Registration Statement (altogether, “Registration Statement Fees”), shall be paid and shared on a 50/50 basis by the Company and Investors, with each Investor’s portion to be proportionate to the percentage of the Shares covered in the Registration Statement that such Investor beneficially owns, provided that no Investor’s portion shall exceed $15,000. Any selling commissions or fees attributable to the sale of the Shares in open market transactions shall independent registered public accountants will be borne by Investors. (h) Investors will not take any actions or steps to initiate an underwritten offering of the Shares under the Registration Statement, without the prior written consent of the Company, and Investors acknowledge that the Company shall be under no obligation to initiate or facilitate an underwritten offering of the Shares under the Registration Statement.

Registration Right. 6.3.1. Within 30 calendar days from the Closing Date (a) On or before June 12, 2015, upon receipt of a written request from any Investorthe “Filing Date”), the Company shall prepare and file with the SEC a secondary registration statement on behalf of Investors on Form S-3 F-1 (or any successor form theretoForm F-3 if the Company is then eligible for Form F-3) covering providing for the resale by the Investors of the Ordinary Shares sold pursuant to this Agreement (the “Resale Registration Statement”), and . The Company shall use its best commercially reasonable efforts to cause the Resale Registration Statement to become effective as soon thereafter as practicable; provided, however, that within 60 calendar days following the Company shall be under no obligation date of filing with the SEC (or 90 calendar days following the date of filing with the SEC in the event of a ‘full review’ by the SEC) (the “Effectiveness Date”) and to prepare and file keep the Resale Registration Statement effective at all times until it shall (a) the Ordinary Shares purchased in this Private Placement have received been disposed of by the Investors in accordance with such written request. effective Resale Registration Statement, (b) The such Ordinary Shares have been previously sold in accordance with Rule 144, or (c) such Ordinary Shares become eligible for resale without volume or manner-of-sale restrictions and without a current public information requirement pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent. 6.3.2. If (a) the Resale Registration Statement is not filed on or prior to its Filing Date or (b) the Company shall prepare and fails to file with the SEC such amendments, post-effective amendments and supplements to a request for acceleration of the Resale Registration Statement and prospectus used in connection therewith (“Prospectus”) as may be necessary to keep the Registration Statement and Prospectus effective and current, respectively, until June 12, 2017, or if earlier, until such time as the number of Shares remaining unsold may be sold by Investors within 12 months in open market transactions under accordance with Rule 144. The Company will furnish such number of copies of the Prospectus and any supplement thereto and such other documents as Investors may reasonably request in order to facilitate the disposition of the Shares. (c) In connection with the preparation and filing of the Registration Statement, Investors will furnish to the Company such information requested 461 promulgated by the Company with respect SEC pursuant to themselves and the proposed distribution of the Shares by them as shall be reasonably necessary in order to assure compliance with Federal and applicable state securities laws. (d) The Company will use its best efforts to register or qualify the Shares under other securities or "blue sky" laws as may be necessary and do any other acts and things needed to enable Investors to consummate the disposition of the Shares; provided, however, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (d). (e) The Company may postpone for up to 90 days the filing or effectiveness of the Registration Statement if the Company's board of directors determines in its reasonable good faith judgment that the Registration Statement would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. (f) If during the effectiveness of the Registration Statement, an intervening event should occur which, in the reasonable opinion of Company’s counsel, makes the Prospectus no longer comply with the Securities Act, after written notice of such event, Investors shall make no further sales or other dispositions or offers therefor, within five (5) Trading Days of the Shares under date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Resale Registration Statement will not be “reviewed” or will not be subject to further review, or (c) prior to the effective date of the Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within fifteen (15) Trading Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Resale Registration Statement to be declared effective, or (d) a Resale Registration Statement registering for resale all of the Ordinary Shares sold pursuant to this Private Placement is not declared effective by the SEC by the Effectiveness Date (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (b) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (c) the date which such fifteen (15) Trading Day period is exceeded, as applicable, being referred to as an “Event Date”), then, in addition to any other rights the Investors may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall prepare pay to each Holder an amount in cash, as partial liquidated damages and not as a supplement or amendment penalty, equal to the Prospectus so that, as thereafter delivered product of one percent (1%) multiplied by the aggregate Consideration paid by such Investor pursuant to this Agreement; provided that in no event shall the aggregate liquidated damages accruing under this Section ‎ 6.3.2 exceed ten percent (10%) of the Investor’s Consideration. The partial liquidated damages pursuant to the purchasers of any Shares, such Prospectus complies with the Securities Act. (g) All expenses incurred in connection with the preparation and filing of the Registration Statement, including, without limitation, registration and filing fees, fees and expenses of complying with securities and "blue sky" laws, printing expenses, fees and expenses of the Company's counsel and accountants, and the costs of maintaining the effectiveness, and any updating, of the Registration Statement (altogether, “Registration Statement Fees”), terms hereof shall be paid and shared apply on a 50/50 daily pro rata basis by the Company and Investors, with each Investor’s for any portion to be proportionate of a month prior to the percentage cure of the Shares covered in the Registration Statement that such Investor beneficially owns, provided that no Investor’s portion shall exceed $15,000. Any selling commissions or fees attributable to the sale of the Shares in open market transactions shall be borne by Investorsan Event. (h) Investors will not take any actions or steps to initiate an underwritten offering of the Shares under the Registration Statement, without the prior written consent of the Company, and Investors acknowledge that the Company shall be under no obligation to initiate or facilitate an underwritten offering of the Shares under the Registration Statement.

Registration Right. (a) On or before June 12, 2015, upon receipt of a written request from any Investor, The Company hereby agrees that if the Company shall prepare and file with the SEC a secondary registration statement on behalf of Investors on Form S-3 (or any successor form thereto) covering proposes to file a registration statement under the Shares Act relating to a public offering of its shares of common stock under the Act (“Registration Statement”whether for its own benefit or for the holders of any of its equity securities or otherwise), it shall promptly offer to include and use its best efforts to cause shall include, at Holder’s request given within twenty (20) days after such offer is made by the Registration Statement to become effective as soon thereafter as practicable; providedCompany, however, that all or any portion of the securities underlying this Warrant in such registration statement at the expense of the Company shall be (excluding any underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Holder’s securities, and any fees and disbursements of counsel for Holder). Notwithstanding the foregoing, this Section 3.3 will not apply to the filing of a registration statement (i) relating to any employee benefit plan under no obligation Form S-8 or similar form (ii) with respect to prepare and file any corporate reorganization or other transaction under Rule 145 of the Registration Statement until it shall have received such written request. Act (bincluding Form S-4) or (iii) in which the only securities being registered are securities issuable upon conversion of debt securities that are also being registered. The Company shall prepare and file with have the SEC right to terminate or withdraw any registration initiated by it before the effective date of such amendmentsregistration, post-effective amendments and supplements whether or not Holder has elected to include the securities underlying this Warrant in such registration. Notwithstanding anything to the Registration Statement and prospectus used in connection therewith (“Prospectus”) as may be necessary to keep the Registration Statement and Prospectus effective and currentcontrary herein, respectively, until June 12, 2017, or if earlier, until such time as the number of Shares remaining unsold may be sold by Investors within 12 months in open market transactions under Rule 144. The Company will furnish such number of copies of the Prospectus and any supplement thereto and such other documents as Investors may reasonably request in order to facilitate the disposition of the Shares. (c) In connection with the preparation and filing of the Registration Statement, Investors will furnish to the Company such information requested by the Company with respect to themselves and the proposed distribution of the Shares by them as shall be reasonably necessary in order to assure compliance with Federal and applicable state securities laws. (d) The Company will use its best efforts to register or qualify the Shares under other securities or "blue sky" laws as may be necessary and do any other acts and things needed to enable Investors to consummate the disposition of the Shares; provided, however, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service include any of process the securities underlying this Warrant in any jurisdiction where it would not otherwise be required to do so but for this paragraph (d). (e) The Company may postpone for up to 90 days underwritten offering unless the filing or effectiveness Holder accepts the terms of the Registration Statement if the Company's board of directors determines in its reasonable good faith judgment that the Registration Statement would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving underwriting as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. (f) If during the effectiveness of the Registration Statement, an intervening event should occur which, in the reasonable opinion of Company’s counsel, makes the Prospectus no longer comply with the Securities Act, after written notice of such event, Investors shall make no further sales or other dispositions or offers therefor, of the Shares under the Registration Statement, and the Company shall prepare a supplement or amendment to the Prospectus so that, as thereafter delivered to the purchasers of any Shares, such Prospectus complies with the Securities Act. (g) All expenses incurred in connection with the preparation and filing of the Registration Statement, including, without limitation, registration and filing fees, fees and expenses of complying with securities and "blue sky" laws, printing expenses, fees and expenses of the Company's counsel and accountants, and the costs of maintaining the effectiveness, and any updating, of the Registration Statement (altogether, “Registration Statement Fees”), shall be paid and shared on a 50/50 basis by agreed upon between the Company and Investorsits underwriters. If the total number of securities, with each Investor’s portion including the securities underlying this Warrant to be proportionate included in such offering exceeds the number of securities to be sold that the percentage underwriters in their reasonable discretion determine is compatible with the success of the Shares covered in the Registration Statement that such Investor beneficially ownsoffering, provided that no Investor’s portion shall exceed $15,000. Any selling commissions or fees attributable to the sale of the Shares in open market transactions shall be borne by Investors. (h) Investors will not take any actions or steps to initiate an underwritten offering of the Shares under the Registration Statement, without the prior written consent of the Company, and Investors acknowledge that then the Company shall be under no obligation required to initiate or facilitate an underwritten include in the offering only that number of such securities, including the securities underlying this Warrant, which the underwriters advise the Company in writing will not jeopardize the success of the Shares under offering. Upon request by the Registration StatementCompany, Holder shall furnish to the Company such information regarding itself, the securities underlying this Warrant held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such securities.

Registration Right. 1.1 The Company will prepare and file, promptly following the consummation of the Acquisition, and thereafter use its best efforts to cause to become effective, on, or as soon as practicable after, the date on which the Company publicly releases financial results covering 30 days of post-Acquisition combined operations, a registration statement on Form S-3 or any equivalent form to be selected by the Company (a) On "REGISTRATION STATEMENT"). Notwithstanding the foregoing, if Form S-3 shall be or before June 12, 2015, upon receipt of a written request from any Investorbecome unavailable, the Company shall prepare register the Registrable Securities on Form S-1. The Registration Statement will (i) incorporate and file describe a plan of distribution acceptable to the Company and the Sellers' Representative (as such term is defined in the Offer Document) (ii) be filed under and comply with the SEC a secondary registration statement on behalf Securities Act of Investors on Form S-3 1933, as amended (or any successor form theretothe "ACT") covering and (iii) cover the Shares (“Registration Statement”), and Registrable Securities. The Company will use its best efforts to cause the Registration Statement to become remain effective as soon thereafter as practicableuntil the three hundred sixty-fifth day (including any days during which the Company suspends the Shareholders' right to sell under the Registration Statement pursuant to Section 1.3 hereof) after the date it is declared effective the staff of the Commission (the "Effective Date"). 1.2 The Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by it pursuant to this Section if, at the time of such registration, counsel for the Company is reasonably of the opinion that a material event or pending transaction of the Company or any of its subsidiaries renders the filing of such Registration Statement inappropriate at the time; provided, however, that the Company shall be under promptly make such filing as soon as the conditions which permit it to delay such filing no obligation longer exist. 1.3 At any time and from time to prepare and file time following the Effective Date, if the Chief Executive Officer or Chief Financial Officer of the Company concludes in good faith that the Registration Statement until it shall have received such written request. must be amended or the prospectus included therein must be supplemented in order to disclose facts required to be disclosed by applicable securities laws, the Company may notify the Shareholders who are selling Registrable Securities thereunder (bthe "SELLING SHAREHOLDERS") The Company shall prepare and file with the SEC such amendments, post-effective amendments and supplements that their right to sell Registrable Securities pursuant to the Registration Statement and prospectus used in connection therewith (“Prospectus”) as may be necessary has been suspended. Each Shareholder agrees that, upon receipt of any such notice, such Shareholder will keep confidential the fact 1.4 No securities to keep the Registration Statement and Prospectus effective and current, respectively, until June 12, 2017, or if earlier, until such time as the number of Shares remaining unsold may be sold by Investors within 12 months the Company shall be included in open market transactions under Rule 144. The Company will furnish such number of copies of the Prospectus and any supplement thereto and such other documents as Investors may reasonably request in order to facilitate the disposition of the Shares. (c) In connection with the preparation and filing of the Registration Statement. However, Investors will furnish to the Company such information requested by the Company with respect to themselves and the proposed distribution holders of the Shares by them as shall be reasonably necessary in order to assure compliance with Federal and applicable state securities laws. (d) The Company will use its best efforts to register or qualify the Shares under other securities or "blue sky" laws as may be necessary and do any other acts and things needed to enable Investors to consummate the disposition of the Shares; provided, however, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (d). (e) The Company may postpone for up to 90 days the filing or effectiveness of the Registration Statement if the Company's board of directors determines in its reasonable good faith judgment that the Registration Statement would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Registrable Securities Act or Exchange Act. (f) If during the effectiveness of the Registration Statement, an intervening event should occur which, in the reasonable opinion of Company’s counsel, makes the Prospectus no longer comply with the Securities Act, after written notice of such event, Investors shall make no further sales or other dispositions or offers therefor, of the Shares under the Registration Statement, and the Company shall prepare a supplement or amendment to the Prospectus so that, as thereafter delivered to the purchasers of any Shares, such Prospectus complies with the Securities Act. (g) All expenses incurred in connection with the preparation and filing of the Registration Statement, including, without limitation, registration and filing fees, fees and expenses of complying with securities and "blue sky" laws, printing expenses, fees and expenses of the Company's counsel and accountants, and the costs of maintaining the effectiveness, and any updating, of the Registration Statement (altogether, “Registration Statement Fees”), shall be paid and shared on a 50/50 basis by the Company and Investors, with each Investor’s portion to be proportionate to the percentage of the Shares covered in the Registration Statement that such Investor beneficially owns, provided that no Investor’s portion shall exceed $15,000. Any selling commissions or fees attributable to the sale of the Shares in open market transactions shall be borne by Investors. (h) Investors will not take any actions or steps to initiate an underwritten offering of the Shares under the Registration Statement, without the prior written consent of the Company, and Investors acknowledge that the Company shall be may file other registration statements registering securities and may also make distributions of securities (within the meaning of Regulation M under no obligation the Securities Exchange Act of 1934, as amended ("Regulation M")) during the period the Registration Statement is effective. In the event the Company files other registration statements or commences distributions of securities within the meaning of Regulation M during such period, it will notify the Selling Shareholders and will direct the Selling Shareholders to initiate or facilitate an underwritten offering of the Shares suspend any sales under the Registration Statement.Statement to the extent necessary to comply with the provisions of Regulation M. The Selling Shareholders will suspend sales of Shares to the extent necessary to comply with the provisions of Regulation M.