Registration Undertaking Sample Clauses

Registration Undertaking. (a) HealthCare agrees that, if at any time from and after the Closing Date and before the second anniversary of such date, the board of directors of HealthCare shall authorize the filing of a registration statement under the Act to permit the trading of HealthCare Shares in the United States, HealthCare will (i) promptly notify the Shareholders that such registration statement will be filed and that the HealthCare Shares which are then held by the Shareholders will be included in such registration statement at their request, (ii) subject to the last sentence of this subsection (a), cause such registration statement to cover all HealthCare Shares which it has been so requested to include by the Shareholders, provided such request is delivered to HealthCare not later than 20 days after such notice is given to the Shareholders and specifies the number of HealthCare Shares to be included in the proposed registration, (iii) use reasonable efforts subject to market conditions to cause such registration statement to become effective and remain effective and current for such period as may be necessary to permit the underwriters to complete the distribution of the securities covered by the registration statement, if such offering is an underwritten offering, or, if not, for such period, not in excess of 90 days, as may be necessary for the Shareholders to effect a proposed sale or other distribution, and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority (other than the state securities or blue sky laws) to permit the shares included in such registration statement to be sold or otherwise disposed of and will maintain such compliance with each such federal and state law and regulation of governmental authority for the period necessary for the underwriters or the Shareholders, as the case may be, to effect the proposed sale or other disposition. Notwithstanding the foregoing provisions, if the registration statement relates to an underwritten offering of HealthCare Shares and the managing underwriter shall inform in writing HealthCare and the Shareholders and any other holders of HealthCare Shares requesting such registration that the managing underwriter believes that the number of shares requested to be included in such registration would materially, adversely affect its ability to effect such offering, then HealthCare will include in such registration the number of HealthCare Shares which HealthCare is s...
Sample 1
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Registration Undertaking. The Company agrees to grant Lender "piggyback" registration rights with respect to the One Million One Hundred Eleven Thousand One Hundred and Eleven (1,111,111) shares of the Company's common stock into which the Note is convertible (the "Shares") in accordance with the "Registration Undertaking" attached hereto and made a part hereof as Exhibit "B".
Sample 1
Registration Undertaking. (a) Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 2, at any time after the date that is 180 days after the effective date of the Qualified Offering, the holders of Registrable Securities shall be entitled to request an unlimited number of registrations on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations") under the Securities Act. If the Company at any such time receives a written request from the Holder(s) of a majority of the Registrable Securities then outstanding that the Company file a Short Form Registration covering the registration of the Holder's or Holders' Registrable Securities (the "S-3 Initiating Holders"), then the Company will, within ten business days of the receipt thereof, give written notice of such request to all Holders and will, subject to the limitations set forth below and of subsection 3(b), effect as soon as practicable, and in any event shall use its reasonable best efforts to effect within sixty (60) days of the receipt of such request, a Registration Statement under the Securities Act of all Registrable Securities then outstanding which the Holders request to be registered within fifteen (15) days of the mailing of such notice by the Company. Notwithstanding the foregoing, the Company's obligation to effect the requested registration shall be conditioned upon the anticipated aggregate offering price of Registrable Securities equaling or exceeding $5,000,000. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use all commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities.
Sample 1
Registration Undertaking. Reference is hereby made to (i) that certain Secondary Share Purchase Agreement by and between the Buyer and Althera Medical Ltd., a company in voluntary liquidation (the “Seller”) dated August 10, 2023 (the “SPA”) for the purchase of 1,100,000 Ordinary Shares of Alpha Tau Medical Ltd. (the “Company” and the Purchased Shares” respectively) by the Buyer; and (ii) that certain Amended and Restated Investors’ Rights Agreement by and among the Company and the shareholders of the Company listed therein dated July 7, 2021 (the “IRA”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the SPA or the IRA, as specified below. The Company hereby acknowledges and agrees that a material condition of the acquisition of the Purchased Shares by the Buyer pursuant to the SPA is the Company’s undertakings and obligations contained herein and that the Buyer is effecting such acquisition of the Purchased Shares in reliance thereon. Accordingly, the Company agrees and covenants to the Buyer as follows:
Sample 1
Registration Undertaking. Wavetech hereby agrees to promptly file after Closing a registration statement on Form S-3 (or any appropriate successor form) for the purpose of registering the shares of Wavetech Common Stock to be issued in exchange for the Buyer Preferred Stock. Wavetech agrees to use such efforts as are reasonably necessary to obtain the effectiveness of such registration statement with the Securities and Exchange Commission.
Sample 1
Registration Undertaking. The Company agrees to grant the Lenders "piggy-back" registration rights with respect to the shares of Common Stock into which the Notes are convertible (the "Shares") in accordance with the "Registration Undertaking" attached hereto and made a part hereof as Exhibit "B".
Sample 1
Registration Undertaking 
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Related to Registration Undertaking

  • Registration Under the Act The Company will use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Flip-in Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Act with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) calendar days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective.

  • Registration Under the 1933 Act (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

  • Registration Under Advisers Act The Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act or the 1940 Act from acting under the Investment Advisory Agreement for the Company as contemplated by the General Disclosure Package and the Prospectus. There does not exist any proceeding or, to the Adviser’s knowledge, any facts or circumstances the existence of which could lead to any proceeding which might adversely affect the registration of the Adviser with the Commission.

  • Registration Under the Securities Act (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

  • Registration Under Securities Act (a) If the Company at any time proposes to register any issuance of its securities under the Securities Act (other than a registration on Form S-8 in connection with an employee stock purchase or option plan or on Form S-4 in connection with mergers, acquisitions or exchange offerings), the Company will at such time give prompt written notice to the holder hereof and to the holders of all other Warrant Shares issuable from any outstanding Warrants (such holders are hereinafter referred to as the "Prospective Sellers") of its intention to do so. Upon the written request of a Prospective Seller, given within 30 days after receipt of any such notice (which request shall state the intended method of disposition of the Warrant Shares to be transferred by such Prospective Seller), the Company shall use its best efforts to cause all Warrant Shares, the holders of which (or of the Warrants to which the same are related), to the extent vested in accordance with the Vesting Schedule, shall have so requested registration of the transfer thereof, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition (in accordance with the intended method thereof as aforesaid) by the Prospective Sellers of such Warrant Shares. The rights granted pursuant to this Section 6(a) shall not be effective with respect to the Prospective Seller in the case of an underwritten public offering of securities of the Company by the Company unless each Prospective Seller agrees to the terms and conditions, including underwriting discounts and allowances, specified by the managing underwriter of such offering with respect to such Warrant Shares. The Company shall have the right to reduce the number of Warrant Shares of the Prospective Sellers to be included in a registration statement pursuant to the exercise of the rights granted by this Section 6(a) if, and to the extent, that the managing underwriter of such offering is of the good faith opinion, supported by written reasons therefor, that the inclusion of such Warrant Shares would materially adversely affect the marketing of the securities of the Company to be offered; provided, that any such reduction of the number of Warrant Shares the transfer of which is to be registered on behalf of the Prospective Sellers shall be made on the basis of a pro rata reduction of all Warrant Shares of all Prospective Sellers.

  • Registration Under Securities Act Etc The holders of Registrable Securities shall have the rights with respect to the registration thereof set forth in the Registration Rights Agreement.

  • Registration Under the 0000 XXX (a) If any Registrable Securities are outstanding as of the 366th calendar day following the Closing Date, then to the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company and the Parent shall use their commercially reasonable efforts to (i) prepare and file with the SEC, an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for such Registrable Securities, of Exchange Securities, (ii) cause the Exchange Offer Registration Statement to become or be declared effective under the 1933 Act, and (iii) cause the Exchange Offer to be consummated on or prior to the 451st calendar day following the Closing Date. The Company and the Parent shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

  • Registration Agreement The Company and Purchaser shall have entered into a registration agreement in form and substance as set forth in Exhibit C (the “Registration Agreement”), and the Registration Agreement shall be in full force and effect as of the Initial Closing.

  • Registration, etc Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

  • Selection of Underwriter in Demand Registration The Fund shall (together with all Holders proposing to distribute their securities through the underwriting) enter into an underwriting agreement in customary form for an underwritten offering made solely by selling shareholders with the underwriter or, if more than one, the lead underwriter acting as the representative of the underwriters (the “Underwriters’ Representative”) selected for the underwriting by the Initiating Holder and with the consent of the Fund, not to be unreasonably withheld.

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