Required Registration. (a) Any time after the earlier of (i) twelve (12) months following a Qualified Public Offering and (ii) the date that is four (4) years after the date of this Agreement, the holders of at least 66-2/3% of the shares of Preferred Stock then outstanding (or shares of Common Stock issued upon conversion of the shares of Preferred Stock or a combination thereof) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that the shares of Registrable Securities for which registration has been requested shall be at least 20% of the shares of Registrable Securities then held by such requesting holder or holders (or a lesser percentage if the anticipated gross receipts from the offering would exceed $40,000,000).
(b) Following receipt of any notice under this Section 4, the Company shall, within twenty (20) days of receipt thereof, notify all holders of Registrable Securities and Preferred Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). The Company shall be obligated to register Registrable Securities pursuant to this Section 4 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when (i) a registration statement covering all shares (or such lesser number as permitted by Section 4(d) below) of Registrable Securities specified in notices received as aforesaid (and not subsequently withdrawn) for sale in accordance with the method of disposition specified by the requesting holders shall have become effective and remain effective for the period of distribution contemplated thereby (unless such requesting holders request that such registration statement be withdrawn, in which case such obligation of the Company shall be deemed satisfied unless such requesting holders pay all Re...
Required Registration. (a) At any time you may by notice to the Company (the "Registration Notice") request that it register for sale under the Securities Act, in the manner specified in your Registration Notice, all or any portion of the Option Shares that have been purchased, or will be purchased on or before the effective date of such registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such form), then on such closing date pursuant to such exercise.
(b) Promptly following receipt of your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to cause such registration statement to become effective and remain in effect for the Required Effective Period for public sale in accordance with the method of disposition specified by you, provided, however, that the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed plan of distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares permitted to be sold under the limitations of Section 14 of this Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, in the good faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Compa...
Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such...
Required Registration. Any Holder or Holders owning at least 15% of the Registrable Securities then outstanding, will have the right, by written notice (the “Registration Notice”) to the Company, to require the Company to use reasonable efforts to register (the “Required Registration”) under the Securities Act Registrable Securities with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $50,000,000; provided that the Company will be obligated to register such Registrable Securities pursuant to this Section 10(a) on only two occasions, as long as each Holder will have been given notice of and the opportunity to participate in each such registration. The Company will be entitled to sell shares of Voting Securities (to be newly issued or from shares held in treasury) pursuant to such Required Registration and any Holder will be entitled to sell any shares of Voting Securities held by such Holder which are not Registrable Securities (the “Additional Securities”); provided, that if the managing underwriter will advise the Company in writing that, in its opinion, the number of securities requested and otherwise proposed to be included in such offering exceeds the number that can be sold without adversely affecting the marketability of the offering, the Company will include in such registration to the extent of the number which the Company is so advised can be sold in such offering, first, the Registrable Securities the requesting Holders propose to sell in such registration; second, the Additional Securities that any Holders propose to sell in such registration; and third the Registrable Securities of the Company that the Company proposes to include in such registration, which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above. Upon receipt of such Registration Notice, the Company will, as promptly as practicable, prepare and file with the SEC and use its reasonable efforts to cause to become effective promptly, a registration statement under the Securities Act registering the Registrable Securities specified in the Registration Notice; provided, however, that the Company will be entitled to defer any such filing (i) which would result in an effective registration statement within six months of an underwritten offering by the Company of its equity securities for its own account or (ii) for a period of up to 180 days upon a determination by the Board of Directors that the filing...
Required Registration. (a) At any time on or after the Exercise Date and on or before the five (5) year anniversary of the Base Date, but in no event on more than one (1) occasion, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request.
(b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2.
(c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.
Required Registration. If the Company shall be requested by --------------------- holders of at least a majority of the outstanding Shares (other than Shares which have been previously sold in a public offering) to effect the Registration of Registrable Securities, then the Company shall promptly give written notice of such proposed Registration to all holders of such Shares, and thereupon the Company shall promptly use its best efforts to effect the Registration of the Registrable Securities that the Company has been requested to Register for disposition as described in the request of such holders of Shares within ten (10) days or such longer period as shall be set forth in the notice, after the giving of the written notice by the Company; provided, however, that the Company shall not be obligated to effect any Registration except in accordance with the following provisions:
(a) The Company shall not be obligated to file and cause to become effective more than two (2) registration statements in which Registrable Securities are Registered pursuant to this Section 2.3.
(b) Any offering of Registrable Securities in accordance with a Registration pursuant to this Section 2.3 shall be an underwritten offering through one or more underwriters acceptable to the holders of Registrable Securities requesting such Registration and the Company. The underwriter or managing underwriter of such Registration shall be authorized to determine the maximum amount of Registrable Securities which in the judgment of such underwriter may be sold at or about the then current market value of the Common Stock of the Company and such underwriter shall be empowered to reduce the number of Registrable Securities which may be sold pursuant to such Registration if in its judgment such reduction is necessary in order not to materially and adversely affect the then prevailing market price of the Common Stock. Any such reduction shall be applied pro rata to those holders of Registrable Securities requesting such Registration.
(c) In the event that the managing underwriter determines that under then prevailing market conditions more shares of Common Stock may be sold pursuant to such Registration than the number of Registrable Securities requested to be included therein, the Company may include in each such Registration requested pursuant to this Section 2.3 any authorized but unissued shares of Common Stock (or authorized treasury shares) for sale by the Company or any issued and outstanding shares of Common Sto...
Required Registration. Pursuant to the terms and conditions set forth in the Registration Rights Agreement, the Company shall prepare and file with the Commission not later than the thirtieth (30th) day after the Closing Date, a Registration Statement relating to the offer and sale of the Common Stock issuable upon exercise of the Warrants and shall use its best efforts to cause the Commission to declare such Registration Statement effective in accordance with the terms set forth in Section 2(a) of the Registration Rights Agreement.
Required Registration. The Company shall:
(a) Subject to Section 5.2 below, use its best efforts, subject to receipt of all necessary information from the Purchasers, to prepare and file with the Commission within 5 Business Days of the effective date of its current registration statement on Form S-3 filed March 18, 2005, as amended April 15, 2005 (Reg. No. 333-123437) (the “Target Deadline”) a registration statement (the “Registration Statement”) covering the resale of the Common Shares and the Warrant Shares (collectively, the “Registrable Securities”) by the Purchasers from time to time through the American Stock Exchange, the over-the-counter market or in privately-negotiated transactions or otherwise.
(b) Subject to the provisions of Section 5.2 below, use its best efforts, subject to receipt of all necessary information from the Purchasers, to cause the Registration Statement to be declared effective as promptly as practicable after filing thereof, but in no event later than the date which is 90 days after the filing of the Registration Statement (the “Effectiveness Deadline”).
(c) Use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of the date when (i) all Registrable Securities have been sold, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Purchasers.
(d) File documents required of the Company for customary “blue sky” clearance in states specified in writing by the Purchasers and reasonably required by the Purchasers in order to resell the Registrable Securities; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented.
(e) File with the Commission in a timely manner the reports and other documents required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any Purchaser, make publicly available other information so long as necessary to permit sales by the Purchasers under Rule 144 under the Securities Act), all to the extent required to enable the Purchasers ...
Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30) days after the date of the Closing, the Issuer agrees to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the Shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the Closing.
Required Registration. Pursuant to the terms and conditions set forth in the Registration Rights Agreement entered into between the Company and the Holders as of the date of issuance of this Warrant, the Company shall prepare and file with the Commission not later than the 45th day after the Closing Date, a Registration Statement relating to the offer and sale of the Common Stock issuable upon exercise of the Warrants and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but no later than 90 days after the closing date.
