REGISTRATION RIGHTS; LOCK-UP. (a) Registration on Form F-4 / S-4. Buyer shall include the Registrable Securities in the Acquisition Registration Statement to the extent that such inclusion would not, in Buyer’s reasonable judgment, after receiving written comments from the SEC that address the registration of the Registrable Securities, materially hinder or delay the SEC’s declaration of effectiveness thereof or approval of the Merger Proxy.
REGISTRATION RIGHTS; LOCK-UP. (a) The Company, at its cost and expense, shall register this Warrant (and the underlying Warrant Shares) in its IPO registration statement under the Act so that the Holder will be able to sell his, her or its Warrant and Warrant Shares immediately upon the expiration of the lock-up period referred to in paragraph (c) below, and the Company shall use its best efforts to keep the registration statement current and effective until the earlier of (i) such time when all of the Warrants and the underlying Warrant Shares have been sold pursuant to an effective registration statement, (ii) such time when all of the Warrant Shares may be sold under Rule 144(k) promulgated under the Act or (iii) ten years. The registration right provided for in this Section 8(a) shall not count as a demand registration under the Registration Rights Agreement attached hereto as Exhibit A. The registration right provided for in this Section 8(a) is expressly subject to the terms and conditions of Sections 5, 6, 8 and 9 of the Registration Rights Agreement attached hereto as Exhibit A, and the Holder shall be entitled to receive the benefits of those Sections.
(b) Without limiting the foregoing, so long as the Warrant and the Warrant Shares are not included in a current and effective registration statement, the Holder shall have the registration rights provided in the Registration Rights Agreement attached hereto as Exhibit A.
(c) The Holder will not sell or dispose of any of the Warrants or the Warrant Shares in the public market for the Warrants or the Warrant Shares after the IPO until after 90 days from the effective date of the IPO registration statement; provided, however, that this lock-up period shall only apply if the IPO occurs prior to April 17, 1998. Any transfers of the Warrants or the Warrant Shares which are private in nature shall require that the transferee be bound by the provisions of this subsection (c).
REGISTRATION RIGHTS; LOCK-UP. (a) The Holder has been granted certain registration rights by the Company. These registration rights are set forth in a Registration Rights Agreement entered into by the Company and Holder dated as of March 29, 2007, as the same may be amended, modified and/or supplemented from time to time.
(b) Provided that no Event of Default shall have occurred and be continuing, the Holder agrees that it will not, without the prior written consent of the Company, sell any shares of Common Stock received upon exercise of this Warrant prior to March 29, 2008 (the “Initial Lock-Up”). Additionally, following the Initial Lock-Up and provided that no Event of Default shall have occurred and be continuing, the Holder agrees that it will not, without the prior written consent of the Company, sell shares of Common Stock received upon exercise of this Warrant during a twenty two (22) day trading period in a number that exceeds twenty percent (20%) of the aggregate dollar trading volume of the Common Stock for the twenty two (22) day trading period immediately preceding such sales by the Holder, inclusive of the day of such sales. Such restriction shall in no way affect the Holder’s right to exercise all or any portion of this Warrant as provided in this Warrant.
REGISTRATION RIGHTS; LOCK-UP. The Company grants registration rights to the holder of this Warrant for any Common Stock of the Company obtained upon conversion of the Shares, comparable to the registration rights granted to the investors in that certain Amended and Restated Investors' Rights Agreement, dated as of July 18, 2000, (the "Investors' Rights Agreement"), with the following exceptions and clarifications:
(1) The holder will have no demand registration rights.
(2) The holder will be subject to the same provisions regarding indemnification as contained in the Investors' Rights Agreement.
(3) The registration rights are freely assignable by the holder of this Warrant in connection with a permitted transfer of this Warrant or all of the Shares. The Purchaser agrees, in connection with the Company's initial public offering of the Company's securities, (i) not to sell, make short sales of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock of the Company held by the Purchaser (other than those shares included in the registration) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for one hundred eighty (180) days from the effective date of such registration and (ii) further agrees to execute any agreement reflecting (i) above as may be requested by the underwriters at the time of the public offering; provided, however that the agreements set forth it items (i) and (ii) herein shall only apply if all officers, directors, and key employees of the Company, all five percent security holders, and all other persons with registration rights enter into similar agreements with such underwriters.
REGISTRATION RIGHTS; LOCK-UP a. The Company hereby agrees that, no later than fourteen (14) days following the public announcement of the probability value (also known as the “P-value”) in the Company’s OnTarget Phase 3 clinical trial of crofelemer for prophylaxis of cancer therapy-related diarrhea, the Company shall file a registration statement on Form S-3 (or such other form available, the “Registration Statement”) with the Commission with respect to the Registrable Securities. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in no later than (x) the sixtieth (60th) day following the filing of the Registration Statement in the event of “limited review” by the Commission, or (y) the ninetieth (90th) day following the filing of the Registration Statement in the event of a “review” by the Commission, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period (as such term is defined below along with any other defined terms used in this Section 7).
b. Notwithstanding anything in this Section 7 to the contrary, the Company may, on no more than two occasions during any 12-month period, delay or suspend the effectiveness of the Registration Statement for up to thirty (30) days on each occasion (a “Delay Period”) if the Board of Directors determines in good faith that (i) effectiveness of the Registration Statement must be suspended in accordance with the rules and regulations under the Securities Act or that (ii) the disclosure of material non-public information at such time would be detrimental to the Company and its subsidiaries, taken as a whole. Notwithstanding the foregoing, the Company shall use its reasonable best efforts to ensure that the Registration Statement is declared effective and its permitted use is resumed following a Delay Period as promptly as practicable.
c. All fees and expenses incident to the performance of or compliance with this Section 7 by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.
d. Except for registration rights granted on or prior to the date of this Agreement, the Company has not entered into and, unless agreed in writing by each Holder on or after the date of this Agreement, will not enter into, any agreement o...
REGISTRATION RIGHTS; LOCK-UP. (a) The Company shall use its reasonable best efforts to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") covering the resale of the shares of Common Stock (including such shares into which the Warrants are exercisable) not later than the earlier of (i) 180 days after the date of closing of the Merger or (ii) 90 days after approval for listing the Common Stock on the American Stock Exchange or 180 days after approval for listing on the Nasdaq SmallCap Market, whichever approval occurs first. The Company will maintain the effectiveness of the Registration Statement through the first anniversary of the date of closing of the Merger; PROVIDED that, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the undersigned in writing of the existence of a Potential Material Event (as defined below), the undersigned shall not offer or sell any shares of Common Stock, or engage in any other transaction involving or relating to such shares, from the time of the giving of notice with respect to a Potential Material Event until the Company notifies the undersigned that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; PROVIDED, further that, the Company may not suspend the right of the undersigned pursuant to this Section 5.2(a) for more than 120 days in the aggregate. "Potential Material Event" means the possession by the Company of material information regarding a potential transaction beneficial to the Company or its stockholders not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the registration statement would be detrimental to the business and affairs of the Company.
REGISTRATION RIGHTS; LOCK-UP. The Shares will have registration rights as provided in a registration rights agreement, a form of which is attached hereto as EXHIBIT B ("Registration Rights Agreement"). The Shares will also be subject to the lock-up provisions set forth in EXHIBIT C attached hereto.
REGISTRATION RIGHTS; LOCK-UP. The Holder shall have and be entitled to the registration rights, and be subject to the obligations, as set forth in Section 14.8 of the Asset Purchase Agreement, made as of May 30, 2001, by and among the Company, GeoVideo Networks, Inc., a Delaware corporation, Thomas Weisel Capital Partners LLC, x Xexxxxxx limited liability company, Crest Communications Partners LP, a Delaware limited partnership, East River Ventures II L.P., a Delaware limited partnership, and Lucent Technologies, Inc., a Delaware corporation (the "Asset Purchase Agreement"). By its receipt of this Warrant, Holder acknowledges that it has received a copy of the Asset Purchase Agreement and Holder and each of its assignees agrees to be bound by the provisions of the Asset Purchase Agreement applicable to it, including, without limitation, the lock-up provision set forth in Section 14.6 of such Asset Purchase Agreement. Copies of the Asset Purchase Agreement may be obtained at no cost by written request made by the Holder of record hereof to the Company at the address set forth in Section 10.
REGISTRATION RIGHTS; LOCK-UP. (a) At the Closing, EBIZ shall enter into a Registration Rights Agreement (the "Registration Rights Agreement") with each of the stockholders of JBSI, substantially in the form attached as Exhibit C hereto.
(b) At the Closing, JBSI shall cause those JBSI stockholders who own at least 0.25% of the JBSI Common Stock (assuming conversion of the JBSI Preferred Stock) to execute and deliver a lock-up agreement (the "Lock-Up Agreement") substantially in the form attached as Exhibit D hereto.
REGISTRATION RIGHTS; LOCK-UP. (a) At the Closing, Ebiz shall enter into a Registration Rights Agreement (the "REGISTRATION RIGHTS Agreement") with each of the shareholders of LMI, substantially in the form attached as Exhibit D hereto. Upon the conversion of the Assumed LMI Debentures pursuant to Section 1.3(b), Schedule A to the Registration Rights Agreement shall be automatically amended to list each holder of an Assumed LMI Debenture as a "Shareholder" with respect to the Ebiz Common Stock received by such holder in connection with the conversion.
(b) At the Closing, Ebiz shall cause each of Stephen Herman and Jeffrey Xxxxxx xx xxecutx xxx xxxxxxx a lock-up agreement (the "LOCK-UP AGREEMENT") substantially in the form attached as Exhibit E hereto.
