Registration Statement on Form S-3. For use in the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Date, the Company will prepare and file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (or such other form that the Company may be eligible to use) relating to the sale of the Unrestricted Shares by Holder from time to time (the "REGISTRATION STATEMENT"), and use its reasonable best efforts, subject to receipt of necessary information from Holder, to cause such Registration Statement to be declared effective by the SEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicable.
Registration Statement on Form S-3. The Purchaser will use its ---------------------------------- best efforts to meet the requirements for eligibility set forth in paragraph A. of the General Instructions to Form S-3, as promulgated by the U.S. Securities and Exchange Commission in fulfilling its obligations under Section 11 hereof.
Registration Statement on Form S-3. As of the date hereof, the ---------------------------------- Purchaser is aware of no events, actions or conditions which would prevent the Purchaser from being able to comply with the provisions of Section 11.1(a) of this Agreement, and will use its best efforts to continue to be eligible to comply with the provisions of Section 11.1(a).
Registration Statement on Form S-3. RESOLVED, that the Company and the Authorized Officers, and each of them, be, and hereby are, for and on behalf of the Company, authorized, directed and empowered to prepare or cause to be prepared a Registration Statement on Form S-3 or such other form as the Company may be permitted to use (including the prospectus, all financial statements, all exhibits and other documents relating thereto) (the “Registration Statement”) in connection with the sale, from time to time, by Aspire of the Securities (the “Resale Offering”); RESOLVED FURTHER, that all actions of the Authorized Officers, and each of them, for and on behalf of the Company, in preparing and in directing Xxxxx Day, counsel to the Company, to prepare the Registration Statement (including the prospectus, all exhibits and other documents relating thereto) (other than the financial statements therein), and in preparing and in directing Ernst & Young LLP, independent public accountants for the Company, to consent to the inclusion of the financial statements in the Registration Statement, be, and hereby are, ratified, confirmed and approved; RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, directed and empowered (a) to file the Registration Statement, together with the financial statements and exhibits thereto, and to pay any fees required in connection therewith, with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the rules and regulations promulgated under the Securities Act of 1933 (the “Securities Act”); (b) to file any and all amendments and supplements thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, together with the financial statements and exhibits required in connection therewith, with the Commission in such form as such officers deem necessary, advisable or appropriate; (c) to comply with the provisions of the Securities Act and of the rules and regulations of the Commission thereunder; (d) to execute, deliver, obtain and/or file any and all such other agreements, certificates, consents, letters, instruments and other documents and to take any and all other actions, necessary, advisable or appropriate to effect such filing and to procure the effectiveness of the Registration Statement and any amendments with respect thereto; and (e) to take all such other action as may be necessary, ad...
Registration Statement on Form S-3. Subject to the terms of this Agreement, in the event that the Company receives a written request from the Investors that the Company file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all of the Registrable Securities (a “Request”), the Company shall promptly but no later than one hundred twenty (120) days after the date of such Request prepare and file with the SEC one Registration Statement covering the resale of all of the Registrable Securities. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(a)(iii) to the Investors prior to its filing or other submission.
Registration Statement on Form S-3. Parent shall use its commercially reasonable efforts to file, within 45 days following the Closing, a Registration Statement on Form S-3 with the SEC covering the resale of the shares of Parent Common Stock issued to holders of Company Capital Stock pursuant to the Merger. Any such registration shall be subject to the terms and conditions set forth in the Declaration of Registration Rights attached hereto as EXHIBIT E.
Registration Statement on Form S-3. In the event that the PEC Shares are to be issued as a part of the Merger Consideration, PEC shall have filed a Registration Statement on Form S-3 with the SEC relating to the PEC Shares.
Registration Statement on Form S-3. If one of the conditions described in Section 1.6(b)(ii)(A) above is satisfied, Parent shall use its reasonable efforts to file a Registration Statement on Form S-3 with the SEC covering the resale of the shares of Parent Common Stock issued in the Merger. Such registration, including Parent's obligation to file such Registration Statement on Form S-3, shall be subject to the terms and conditions set forth in the Declaration of Registration Rights attached hereto as EXHIBIT 5.1(d).
Registration Statement on Form S-3. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-147935), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus included in the Registration Statement, including any preliminary prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed with the Commission pursuant to Rule 424(b), is hereinafter called a “preliminary prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Shares, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”). Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Reg...
Registration Statement on Form S-3. The Company hereby ---------------------------------- covenants that it will use its best efforts to cause to be declared effective a Registration Statement on Form S-3 with respect to the shares issuable upon conversion of the Amended and Restated Note no later than September 15, 2000; provided, however, that this Section 4.2 shall not be construed to modify any right or obligation of the parties contained in the Registration Rights Agreement dated July 22, 1999 between the Company and GE Capital.
