Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. Akorn shall (subject to Section 9(b)) use commercially reasonable efforts to: (i) cause to be filed with the U.S. Securities and Exchange Commission (the “SEC”) upon request of the Lender as soon as practicable, but in no event later than seventy-five days (75) days after the Modification Effective Date (the “Resale Filing Deadline”), a registration statement pursuant to Rule 415 under the Securities Act (defined in Section 9(g)) (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales and Transfers (defined in Section 9(g)) of all Registrable Securities (defined in Section 9(g)) by the Holders (defined in Section 9(g)) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies Akorn that it does not intend to review the Resale Registration Statement, ten (10) days after Akorn receives such notice from the SEC; or (ii) if the SEC notifies Akorn that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined in Section 9(g)), supplemented and amended as required by the provisions of Section 9(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all of the Registrable Securities may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C) the date upon which the Lender has Transferred all of the Registrable Securities.

Resale Registration Statement. Akorn shall (subject to Section 9(b)) use commercially reasonable efforts to: (i) cause In the event that Alkami Parent is eligible to be filed with the U.S. Securities and Exchange Commission (the “SEC”) upon request of the Lender as soon as practicable, but in no event later than seventy-five days (75) days after the Modification Effective Date (the “Resale Filing Deadline”), a registration statement pursuant to Rule 415 register its stock under the Securities Act pursuant to a registration statement on Form S-3, Alkami Parent shall use its commercially reasonable efforts to effect a registration of the Earn-Out Shares within forty-five (defined 45) days of the issuance of any Earn-Out Shares; provided, however, that Alkami Parent shall not be obligated to effect such registration: (A) if such registration would conflict with, result in Section 9(g)the breach of, or constitute a default under, any contract or agreement to which Alkami Parent or any of its Affiliates are a party or are otherwise bound; (B) if Seller and the Seller Principals, together with the holders of any other securities of Alkami Parent entitled to inclusion in such Form S-3, propose to sell securities pursuant to such Form S-3 at an aggregate price to the public (the “Resale Registration Statement”), which Resale Registration Statement shall provide for resales net of underwriting discounts and Transfers (defined in Section 9(g)commissions) of all Registrable Securities less than $5,000,000; (defined in Section 9(g)C) if Alkami Parent shall furnish to Seller and the Seller Principals a certificate signed by the Holders President of Alkami Parent stating that in the good faith judgment of the President of Alkami Parent, it would be detrimental to Alkami Parent and its stockholders for such Form S-3 registration to be effected at such time, in which event Alkami Parent shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (defined 90) days from the date of such certificate; or (D) in Section 9(g)) as permitted by any particular jurisdiction in which Alkami Parent would be required to qualify to do business or to execute a general consent to service of process in effecting such Rule 415;registration to the extent Alkami Parent is not otherwise required to be qualified or execute such consent. (ii) cause In the Resale Registration Statement event that, at the time the Earn-Out Shares are issued, Alkami Parent has in effect a registration statement on Form S-3, and the Earn-Out Shares would be eligible to be declared effective by sold pursuant to such registration statement, Alkami Parent shall use its commercially reasonable efforts to include the SEC at Earn-Out Shares in such registration statement; provided, however, that Alkami Parent shall not be obligated to include the earliest practicable time, but Earn-Out Shares in no event later than the earlier to occur of such registration statement: (iA) if such registration would conflict with, result in the SEC notifies Akorn that it does not intend breach of, or constitute a default under, any contract or agreement to review the Resale Registration Statement, ten (10) days after Akorn receives such notice from the SECwhich Alkami Parent or any of its Affiliates are a party or are otherwise bound; or (iiB) if in any particular jurisdiction in which Alkami Parent would be required to qualify to do business or to execute a general consent to service of process in effecting such registration to the SEC notifies Akorn that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day extent Alkami Parent is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”);otherwise required to be qualified or execute such consent. (iii) It shall be a condition precedent to the obligations of Alkami Parent to take any action pursuant to Sections 2.8(k)(i) or (k)(ii) that Seller and the Seller Principals shall furnish to Alkami Parent such information regarding itself, the Earn-Out Shares held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Earn-Out Shares. Each of Seller and the Seller Principals represent and warrant, jointly and severally, that any information furnished to Alkami Parent in connection with such registration shall be true, correct and complete. (iv) Each of Seller and the foregoingSeller Principals acknowledge and agree that Alkami Parent is not guaranteeing that any of the Earn-Out Shares will be eligible to be sold pursuant to a Form S-3 registration statement, file all pre-effective amendments that the sale of such shares will result in any particular price and that the inclusion of such shares in any registration statement may be subject to “cutbacks” and other reductions, whether as a result of changes in applicable law, contractual arrangements of Alkami Parent currently existing or entered into subsequent to the Resale Registration Statement as date of this Agreement or otherwise. (v) The obligations of Alkami Parent contained in this Section 2.8(k)(i) and (j)(ii) shall terminate on such date after the issuance of the Earn-Out Shares at which Alkami Parent is subject to the reporting requirements of the Exchange Act and all Earn-Out Shares held by Seller and the Seller Principals may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to sold without volume or manner of sale limitations under Rule 430A 144 (promulgated under the Securities Act; and) during any three-month period. (ivvi) cause the Resale Registration Statement to remain Continuously Effective (defined Notwithstanding anything in this Section 9(g)), supplemented and amended as required by the provisions of Section 9(c2.8(k) to the contrary, the rights of Seller and Seller Principals pursuant to this Section 2.8(k) are expressly subordinated to the rights of the parties to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of September 24, 2020 (the “Existing XXX”), by and among Alkami Parent and the other parties signatory thereto. To the extent necessary to ensure that it is available for resales and Transfers any of Registrable Securities the rights granted by or obligations of Alkami Parent hereunder could cause a breach or violation of the HoldersExisting XXX, then this Agreement shall be automatically reformed, with prior effect, and such right or obligation shall be substituted with rights or obligations that attempt to ensure that it conforms provide Seller and the Seller Principals with the requirements material benefits of this AgreementSection 2.8(k), the Securities Act and the policies, rules and regulations but that do not result in a breach or violation of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all of the Registrable Securities may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C) the date upon which the Lender has Transferred all of the Registrable SecuritiesExisting XXX.

Resale Registration Statement. Akorn Medaphis shall (subject to Section 9(b)) use commercially reasonable efforts to: (i) cause to be filed prepare and file with the U.S. Securities and Exchange Commission (the “SEC”"Commission") upon request of the Lender as soon as practicable, but in no event later than seventy-five days (75) days practicable after the Modification Effective Date (the “Resale Filing Deadline”), date hereof a registration statement pursuant (the "Registration Statement) on Form S-3 or other available form with respect to Rule 415 resale of the Settlement Shares by the MMS Shareholders and shall use its reasonable best efforts to have the Registration Statement declared effective by the Commission as promptly as practicable thereafter. Medaphis and each of the MMS Shareholders will cooperate in the preparation of the Registration Statement for the Settlement Shares and will furnish each other with all information concerning themselves, and such other matters as may be reasonably necessary or 10 advisable for the Registration Statement, filings under the Securities Act (defined state securities laws, and any other statement or application made by or on behalf of Medaphis or any of the MMS Shareholders to any governmental body in Section 9(g)) (connection with this Settlement Agreement and the “Resale transactions contemplated hereby. Medaphis shall provide a reasonable opportunity for the MMS Shareholders to review a draft of the Registration Statement”), which Resale and any amendment or supplement thereto, and to correct any information with respect to the MMS Shareholders prior to the time the Registration Statement shall provide for resales and Transfers (defined in Section 9(g)) is filed with the Commission. Medaphis agrees to maintain the effectiveness of all Registrable Securities (defined in Section 9(g)) by the Holders (defined in Section 9(g)) as permitted by such Rule 415; (ii) cause Registration Statement from the Resale date on which the Commission declares the Registration Statement to be declared effective by through the SEC at the earliest practicable time, but in no event later than the earlier first to occur of (i) if the SEC notifies Akorn that it does not intend to review first anniversary of the Resale Registration Statement, ten (10) days after Akorn receives such notice from Closing and the SECeffectiveness of the respective releases provided under Section 2.0; or (ii) if the SEC notifies Akorn that it intends to review the Resale Registration Statement, one-hundred fifty (150) days after Resale Filing Deadline (or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined in Section 9(g)), supplemented and amended as required by the provisions of Section 9(c) to the extent necessary to ensure that it is available for resales and Transfers of Registrable Securities by the Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all each of the Registrable Securities may be sold in a single transaction by the Holder MMS Shareholders is no longer subject to the public any restriction on resale pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C"Rule 144"); and (iii) the date upon on which each of the Lender has Transferred MMS Shareholders shall have sold all of the Registrable SecuritiesSettlement Shares held by such person. Notwithstanding the preceding sentence, if the Board of Directors of Medaphis determines in good faith that it is in the best interests of the stockholders of Medaphis not to disclose the existence of facts surrounding any proposed or pending acquisition, disposition, strategic alliance, financing transaction, or other pending material event involving Medaphis, Medaphis, by written notice to the MMS Shareholders, may suspend the rights of the MMS Shareholders to make sales pursuant to the Registration Statement; provided that such period of suspension shall not exceed forty-five (45) days during the period in which the Registration Statement is required to remain effective as provided herein. In addition to the foregoing, in connection with the preparation, filing, and effectiveness of the Registration Statement, Medaphis will: (a) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for such 11 period as may be required hereunder, and in each case to comply with provisions of the Securities Act with respect to the disposition of the Settlement Shares during such period in accordance with the intended methods of distribution by the MMS Shareholders set forth in the Registration Statement; (b) furnish the MMS Shareholders such number of copies of the Registration Statement, each amendment and supplement thereto, in each case including all exhibits, the prospectus included in the Registration Statement, and such other documents as the MMS Shareholders may reasonably request in order to facilitate the disposition of the Settlement Shares by the MMS Shareholders; (c) use its reasonable best efforts to register or qualify the Settlement Shares under such other securities or blue sky laws of such jurisdictions within the United States as the MMS Shareholders reasonably requests to keep such registration or qualification in effect for as long as the Registration Statement is in effect and to do any and all other acts and things which may be reasonably necessary or advisable to enable the MMS Shareholders to consummate the disposition in such jurisdictions of the Settlement Shares then held or owned by the MMS Shareholders; (d) at any time when a prospectus relating to the resale of Settlement Shares is required to be delivered under the Securities Act, to notify the MMS Shareholders of the happening of any event as a result of which the prospectus contained in the Registration Statement contains an untrue statement of material fact or omits any facts necessary to make the statements therein not misleading, and promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Settlement Shares, such prospectus will not contain an untrue statement of material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which statements were made, not misleading; (e) If the Registration Statement has been filed on Form S-3 or any other available form promulgated by the Commission permitting the incorporation of 12 Medaphis's Commission reports or other documents by reference, and if such short form thereafter becomes unavailable for use by Medaphis for any reason, Medaphis shall promptly as practicable thereafter take such steps as are necessary to convert the Registration Statement into a registration statement on Form S-1 or other available long form, including, but not limited to, by post-effective amendment, and shall use commercially reasonable efforts to cause such long-form registration statement to become effective as promptly as practicable thereafter and to otherwise comply with the provisions of this Section 3.1.

Resale Registration Statement. Akorn shall Promptly following the final closing of the purchase and sale of the Notes and Warrants contemplated by the Memorandum (subject to Section 9(b)the "Closing Date") use commercially reasonable efforts to: but no later than the later of (i) cause to be filed with the U.S. Securities and Exchange Commission thirty (the “SEC”) upon request of the Lender as soon as practicable, but in no event later than seventy-five days (7530) days after the Modification Effective Date final closing of the Offering and, (ii) in the event the SEC is conducting a review of a Registration Statement filed by the Company prior to the date of the Memorandum, the fifth (5th) day following the completion of such review (the “Resale "Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration statement for resale of the Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares and the Warrant Common Shares (such Registration Statement, or any other Registration Statement covering the resale of any of the Registrable Securities pursuant to Rule 415 under the Securities Act (defined in Section 9(g)) (provisions of this Agreement, the “"Resale Registration Statement”"), which Resale Registration Statement . No other securities shall provide for resales and Transfers (defined be included in Section 9(g)) of all Registrable Securities (defined in Section 9(g)) by the Holders (defined in Section 9(g)) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies Akorn that it does not intend to review the Resale Registration Statement, ten (10) days after Akorn receives such notice from except for up to 283,768 shares of the SEC; or (ii) if Company's Common Stock issuable upon exercise of warrants that were issued by the SEC notifies Akorn that it intends to review the Company on May 9, 2011, May 20, 2011 and August 23, 2011. The Resale Registration StatementStatement (and each amendment or supplement thereto, one-hundred fifty (150and each request for acceleration of effectiveness thereof) days after Resale Filing Deadline (shall be provided in accordance with Section 3(c) to the Placement Agent and its counsel prior to its filing or if such day is not a Business Day, the next succeeding Business Day, the “Resale Effective Deadline”); (iii) in connection with the foregoing, file all pre-effective amendments to other submission. If the Resale Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the Investors(based on number of Registrable Securities held by each such Investor), as may be necessary partial damages and not as a penalty, in order an aggregate amount equal to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to 1.5% of the gross proceeds from the Offering. In the event the Resale Registration Statement pursuant to Rule 430A under has not been filed by each 30th day anniversary of the Securities Act; and (iv) cause Filing Deadline, the Company will make for each such 30-day period the Resale Registration Statement to remain Continuously Effective (defined in Section 9(g)), supplemented and amended as required by the provisions of Section 9(c) has not been filed additional pro rata payments to the extent necessary to ensure that it is available for resales and Transfers Investors (based on number of Registrable Securities held by the Holders, and each such Investor) in an aggregate amount equal to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations 1.5% of the SEC as announced gross proceeds from time the Offering. Such payments shall be made to time, for a period beginning on each such Investor in immediately available funds within three (3) Business Days after the Resale Effective Filing Deadline and continuing through the earliest to occur of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all or each 30th day anniversary of the Registrable Securities Filing Deadline, as the case may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C) the date upon which the Lender has Transferred all of the Registrable Securitiesbe.

Resale Registration Statement. Akorn shall (subject Subject to Section 9(b)) use commercially reasonable efforts to: the terms and conditions set forth in this Annex A, Xxxxx agrees that on the Closing Date (i) cause if Buyer is a WKSI at such time, it will file a Form S-3ASR (or a post-effective amendment or prospectus supplement to be Buyer’s registration statement on Form S-3ASR filed with the U.S. Securities and Exchange Commission April 6, 2022 (the “SEC”File No. 333-264153)) upon request of the Lender as soon as practicableor (ii) if Buyer is not a WKSI at such time, but in no event later than seventy-five days (75) days after the Modification Effective Date (the “Resale Filing Deadline”), it will file a registration statement on Form S-3, if available, or if Form S-3 is not available, on any applicable form pursuant to Rule 415 under the Securities Act Act, providing for the resale pursuant to Rule 415 from time to time, and on a continuing basis, by Parent, of the Registrable Securities (defined in Section 9(g)) (such registration statement, the “Resale Registration Statement”)” and such prospectus supplement, which Resale Registration Statement shall provide for resales and Transfers (defined including the base prospectus included in Section 9(g)) of all Registrable Securities (defined in Section 9(g)) by the Holders (defined in Section 9(g)) as permitted by such Rule 415; (ii) cause the Resale Registration Statement to be declared effective by the SEC at the earliest practicable time, but in no event later than the earlier to occur of (i) if the SEC notifies Akorn that it does not intend to review the Resale Registration Statement, ten (10) days after Akorn receives such notice from the SEC; or (ii) if the SEC notifies Akorn that it intends “Resale Prospectus Supplement”). Buyer shall use commercially reasonable efforts to review provide a draft of the Resale Registration Statement, one-hundred fifty (150) days after Statement or Resale Filing Deadline Prospectus Supplement (or if such day any amendments or supplements thereto) to Parent for review at least 5 Business Days in advance of the filing of the Resale Registration Statement or Resale Prospectus Supplement (or any amendments or supplements thereto) and shall consider in good faith Parent’s (or its counsels’) reasonable comments thereto before it is not filed with the SEC. The Resale Registration Statement or Resale Prospectus Supplement shall include a Business Day“plan of distribution” that permits disposition of the Registrable Securities by Parent either in Block Trades (as defined below), agented transactions, sales directly into the next succeeding Business Day, the “Resale Effective Deadline”); market or a combination thereof; and provides for any derivative transactions contemplated by Parent (iiior any underwriter or broker) in connection with the foregoingsuch disposition; provided, file all pre-effective amendments however, that Parent shall not knowingly transfer and shall direct any underwriter or broker not to the Resale Registration Statement as may be necessary in order to cause such Resale Registration Statement to become effective and, if applicable, a post-effective amendment to the Resale Registration Statement pursuant to Rule 430A under the Securities Act; and (iv) cause the Resale Registration Statement to remain Continuously Effective (defined in Section 9(g)), supplemented and amended as required by the provisions of Section 9(c) to the extent necessary to ensure that it is available for resales and Transfers of transfer Registrable Securities by the Holdersto any Person set forth on Schedule I hereto, and to ensure that it conforms with in the requirements of this Agreement, event Parent is selling Registrable Securities in a Block Trade then Parent shall advise and instruct the Securities Act and the policies, rules and regulations underwriters for such offering in writing of the SEC as announced from time to time, for a period beginning on the Resale Effective Deadline and continuing through the earliest to occur limitations set forth in this Section 2 of (A) the date no shares of Common Stock qualify as Registrable Securities, (B) the date on which all of the Registrable Securities may be sold in a single transaction by the Holder to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act permitting the resale of restricted securities without the necessity of a registration statement under the Securities Act or (C) the date upon which the Lender has Transferred all of the Registrable Securities.Annex A.