Requirement to Register Sample Clauses

Requirement to Register. Notwithstanding anything else contained in this Agreement to the contrary, to the extent a holder of Registrable Securities has been delayed, restricted or otherwise prevented from registering any or all such Registrable Securities as such holder may desire for a period of eighteen (18) months from either (i) the date of this Agreement or (ii) if a Demand Registration right has been exercised by such holder, from the effective date of such registration statement filed pursuant to such Demand Registration due to, among other things, any provisions contained in this Agreement or Schedule I hereto, then (a) such holder shall be permitted to exercise any of its Demand Registration or Piggyback Registration rights hereunder (subject to the provisions hereof), (b) the Company shall be obligated to promptly upon exercise of such rights, in accordance with the terms hereof, register all of such Registrable Securities immediately without regard to any delaying, prioritizing or restrictive provisions and (c) from the effective date of the registration statement filed pursuant to such holder's Demand Registration or Piggyback Registration until six (6) months following completion of the sale of such Registrable Securities, the Company shall not register or make any public sale or distribution of its equity securities (except pursuant to registrations on Form S-8 or S-4 or any successor form).
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Requirement to Register. No later than the date (the “Required Filing Date”) which is 150 days following the issuance of the Shares pursuant to this Subscription Agreement, the Company shall file a registration statement on an applicable form chosen by the Company, in its sole discretion, to register (the “Required Registration”) for resale under the Securities Act all of the Registerable Securities. The Company shall have the right to require each Rightsholder to specify the intended method(s) of disposition of the Registerable Securities of such Rightsholder, including, but not limited to, whether or not such distribution or portion thereof is to relate to an underwritten offering, the name of the managing underwriter(s), if any, the terms of any such underwriting and such other information as the Company may reasonably request. In the event that the Company fails to file the registration statement as contemplated by this Section 4(b)(i) on or before the Required Filing Date for any reason other than the failure of (A) the undersigned to timely provide information to the Company or its counsel concerning the undersigned necessary for inclusion in the registration statement pursuant to applicable rules and regulations of the Commission or (B) the independent auditors of the Company to timely complete any necessary audit and/or review of financial statements relating to QR that are required for inclusion in the registration statement pursuant to applicable rules and regulations of the Commission, the Company shall pay to the Rightsholder a fee equal to 1% of the Subscription Price, payable for each month (or portion thereof) in which such failure to file the registration statement shall occur. Each such monthly fee shall be due and payable no later than the fifteenth day following the end of the calendar month upon which such fee is calculated.
Sample 1
Requirement to Register. (a) The Developer agrees that it will procure the registration of this Agreement, under the Real Property Xxx 0000 (NSW) in the relevant folios of the Register for the Land in accordance with s93H of the Act. (b) The Developer at its own expense will, promptly after this Agreement comes into operation, take all practical steps, and otherwise do anything that the Council reasonably requires, to procure: (i) the consent of each person who: (A) has an estate or interest in the Land; or (B) is seized or possessed of an estate or interest in the Land; and (ii) the execution of any documents; and (iii) the production of the relevant duplicate certificates of title, to enable the registration of this Agreement in accordance with clause 8.1(a). (c) The Developer at its own expense, will take all practical steps, and otherwise do anything that the Council reasonably requires: (i) to procure the lodgement of this Agreement with the Registrar- General as soon as reasonably practicable after this Agreement comes into operation but in any event, no later than 90 Business Days after that date; and (ii) to procure the registration of this Agreement by the Registrar- General in the relevant folios of the Register for the Land as soon as reasonably practicable after this Agreement is lodged for registration.
Sample 1
Requirement to Register. No later than the date (the "Required Filing Date") which is 60 days following the completion of the Private Placement in which any Private Placement Shares are issued and sold pursuant to the Memorandum, the Company shall file a registration statement on an applicable form chosen by the company, in its sole discretion, to register (the "Required Registration") for resale under the Securities Act all of the Registerable Securities. The Company shall have the right to require each Rightsholder to specify the intended method(s) of disposition of the Registerable Securities of such Rightsholder, including, but not limited to, whether or not such distribution or portion thereof is to relate to an underwritten offering, the name of the managing underwriter(s), if any, the terms of any such underwriting and such other information as the Company may reasonably request.
Sample 1

Related to Requirement to Register

  • No Obligation to Register The Company shall be under no obligation to register the Restricted Shares pursuant to the Securities Act or any other federal or state securities laws.

  • The Register (i) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; and provided, further, that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

  • Recordation into Register Upon its receipt of an agreement referred to in clause (ii)(y) above executed by an Assuming Lender or any Increasing Lender, together with the certificate referred to in clause (ii)(x) above, the Administrative Agent shall, if such agreement has been completed, (x) accept such agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.

  • Right to Request Registration Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder may at any time request registration under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.

  • Register The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

  • Transferee Entitled to Registration The transferee of a Debenture shall be entitled, after the appropriate form of transfer is lodged with the Trustee or other registrar and upon compliance with all other conditions in that behalf required by this Indenture or by law, to be entered on the register as the owner of such Debenture free from all equities or rights of set-off, compensation or counterclaim between the Corporation and the transferor or any previous holder of such Debenture, save in respect of equities of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

  • Maintenance of Register The Administrative Agent shall maintain at one of its offices in Charlotte, North Carolina a copy of each Lender assignment agreement delivered to it in accordance with the terms of subsection (b) above and a register for the recordation of the identity of the principal amount, type and Interest Period of each Loan outstanding hereunder, the names, addresses and the Commitments of the Lenders pursuant to the terms hereof from time to time (the "Register"). The Administrative Agent will make reasonable efforts to maintain the accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice.

  • Suspension of Registration If the continued use of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

  • Pre-Conditions to Registration, Transfer, Etc As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to Section 7.8 of the Deposit Agreement and paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

  • Amendment to Registration Rights Agreement (a) Section 1(a) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:

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