Registrations Rights Clause Samples

Registrations Rights. If Parent shall, at any time, or from time to time, determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities to be issued in connection with stock option or other employee benefit plans, then Parent shall include in such registration statement all or any part of such Registrable Securities; prOVIDED, however, that (i) if, prior to the effective date of the registration statement filed in connection with such registration, Parent determines for any reason not to proceed with such registration, Parent will be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in case of a determination by Parent to delay registration of its securities, Parent will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities.

Registrations Rights. If the exercise by the Investor of either the First Round Warrants or the warrants issued under the Warrant Options provides proceeds to the Company of $1 million or more, then the Investor shall have the right to demand that the Company effect one registration under the Securities Act of all or a portion of the Shares purchased under its Subscription Agreement of even date with this Agreement and shares acquired pursuant to the Securities Offered (the “Registrable Shares”). The demand for registration shall be in writing and will specify the number of Registrable Shares to be registered and the intended method for disposition of the shares. The registration shall be accomplished in accordance with the provisions of the Registration Procedures set forth in Annex A. The terms “First Round Warrants,” “Warrant Options,” and “Securities Offered” have the meaning given those terms in the Subscription Agreement between Investor and the Company of even date with this Agreement.

Registrations Rights. JAWS and the Vendors covenant and agree as follows: --------------------

Registrations Rights. The Company shall bear all Registration Expenses incurred in connection with Registration Rights hereunder.

Registrations Rights. The Company agrees to file and use reasonable efforts to make effective a registration statement with the Securities and Exchange Commission (the "SEC") (on Form S-3, its successor form, or any other form under the Securities Act of 1933 under which the Shares underlying the Units are eligible to be registered), by January 31, 1997, covering the Shares underlying the Warrants, at the Company's cost and expense (excluding the costs of legal counsel to the holders of the Warrants). The Buyer shall furnish the Company with such information as the Company may request in writing and as shall be required in connection with any registration thereunder.

Registrations Rights. As soon as practicable and in any event no later than one hundred twenty (120) days from the effective date hereof ("FILING DATE"), the Company shall file with the Securities and Exchange Commission ("COMMISSION") a registration statement (the "REGISTRATION STATEMENT"), covering the resale of the Stock and cause such Registration Statement to become effective as soon as practicable thereafter and in any event no later than 180 days from the Filing Date. The Registration Statement required hereunder shall be on any appropriate form in accordance with the Commission's rules and regulations. The Company shall keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when all shares of the Stock have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act, and (ii) two years from the effective date of the Registration Statement.

Registrations Rights. If the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall include the Shares in such registration statement; provided, however, Purchasers hereby agree that from the effectiveness date of the registration statement (the “Effectiveness Date”) until the date which is 180 days from the Effectiveness Date (the “Restriction Date”), Purchasers (including all direct affiliates of Purchasers) will not sell, pledge, transfer, hypothecate or otherwise dispose of any capital stock of the Company, any rights to acquire capital stock of the Company or any capital stock which Purchasers has a right to acquire, whether such capital stock is registered in the name of the Purchasers or otherwise (“Purchasers’ Shares”), other than (i) in connection with an offer made to all stockholders of the Company or any merger, consolidation or similar transaction involving the Company, or (ii) with the prior written consent of the Company. Purchasers further agree that the Company is authorized to place "stop orders" on its books to prevent any transfer of shares of capital stock or other securities by Purchasers in violation of this Agreement.

Registrations Rights