S-3 Registration Statement. To the extent that OnHealth is not able to issue to Shareholder OnHealth Common Shares that are subject to a currently effective registration statement, within fifteen (15) days after the Closing, OnHealth shall prepare, and file with the Securities and Exchange Commission a registration statement on Form S-3 (such registration statement and the prospectus included therein being referred to as the "S-3") for resale of those unregistered OnHealth Common Shares issued in, and in connection with, the Mergers (collectively, the "NEW ONHEALTH HOLDERS") provided that such New OnHealth Holders provided OnHealth with all reasonably requested information required to be included by selling shareholders under the 1933 Act. OnHealth shall use its commercially reasonable best efforts to have the S-3 declared effective under the 1933 Act as promptly as practicable after such filing. OnHealth shall use its commercially reasonable best efforts to cause the S-3 to continue to be effective the registration statement and the prospectus contained therein to be updated as reasonably deemed necessary by OnHealth to enable the New OnHealth Holders to resell the OnHealth Common Shares that were issued pursuant to this Agreement, provided that such resales shall take place in regular brokers' transactions, at customary brokers' commissions, over the Nasdaq Stock Market or such other national market as OnHealth Common Shares may be traded. OnHealth shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of OnHealth Common Shares pursuant to this Agreement and the resale of those shares pursuant to the S-3. Any New OnHealth Holder selling stock registered under the S-3 shall indemnify OnHealth, its officers and directors, each underwriter and selling broker, if any, and each person, if any, who controls OnHealth, against Losses (including liability under the 1933 Act and the Securities and Exchange Act of 1934 ("1934 ACT")) arising by reason of any statement contained in the S-3, that such New OnHealth Holder provided to OnHealth in writing explicitly for use in the S-3, being false or misleading or omitting to state a material fact necessary to be stated in order that the statements made in the S-3, in the circumstances in which they are made, not be misleading. OnHealth shall indemnify each New OnHealth Holder selling stock registered under the S-3, and each underwriter and selling broker, if any, against Losses (i...
S-3 Registration Statement. If the Corporation becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Corporation shall promptly give notice of such eligibility to the Holders covered thereby and may (unless the Holders reasonably object) or shall, at the request of the Holders, promptly convert the Shelf Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise (the “S-3 Shelf Registration Statement”) for the exchange and resale of any then existing Registrable Securities unless any Holder with Registrable Securities registered under the Shelf Registration Statement notifies the Corporation within 10 Business Days of receipt of the Corporation notice that such conversion would interfere with its distribution of Registrable Securities already in progress and provides a reasonable explanation therefor, in which case the Corporation will delay the conversion of the Shelf Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (unless the Corporation, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to amend the Shelf Registration Statement and require that Holders suspend sales). Upon the effectiveness of the S-3 Shelf Registration Statement, all references to the Shelf Registration Statement in this Agreement shall then automatically be deemed to be a reference to the S-3 Shelf Registration Statement.
S-3 Registration Statement. Except as otherwise provided in Section 2.3, the Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of an S-3 Demand pursuant to Section 2.3, prepare and file with the Commission a Registration Statement on Form S-3 which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended methods of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.5; provided, however, that the Company shall have the right to defer such filing for up to ninety (90) days if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such filing would have a material adverse effect on any previously undisclosed proposal or plan by the Company to engage in any material financing, acquisition, merger, consolidation, tender offer or other transaction or third party claim (but the Company shall not have the right to exercise the right set forth in this proviso more than once in any 365-day period in respect of all S-3 Registrations hereunder).
S-3 Registration Statement. MarkWest may, at any time it is eligible to do so, or shall, if eligible, upon the written request of the Holders of at least 50% of the Registrable Securities originally issued pursuant to the Purchase Agreement, file a shelf registration statement on Form S-3 for the resale of any then existing Registrable Securities or, if permitted by the Commission, file a post-effective amendment on Form S-3 to the Shelf Registration Statement on Form S-1 (the “S-3 Shelf Registration Statement”). Upon the effectiveness of the S-3 Shelf Registration Statement, MarkWest shall no longer be required to keep effective the Shelf Registration Statement and all references to the Shelf Registration Statement in this Agreement shall then automatically be deemed to be a reference to the S-3 Shelf Registration Statement.
S-3 Registration Statement. As promptly as practicable after the Closing, but in any event not later than the later of (i) May 31, 2001 or (ii) ninety (90) days following the Closing, Parent agrees to prepare and file with the SEC a registration statement on Form S-3, or any successor form, registering for distribution to holders of Tracking Stock (other than in respect of the Stockholder's notional interest therein) and holders of options to acquire Tracking Stock (other than Continuing Employee Options) (such holders collectively, the "Distributees") such number of shares of Parent Common Stock equal to the product obtained by multiplying (x) the Option Exchange Ratio times (y) the number of Fully Converted Shares held by such holders and issuable upon exercise of such options, provided that in no event shall such number of shares of Parent Common Stock so registered exceed 5,316,930 (the "Distributable Shares").
S-3 Registration Statement. Within 90 days following the Closing Date, and subject to the conditions set forth Schedule 5.11, Veracyte shall file on Form S-3 (which shall be an automatic shelf registration statement if Veracyte is then eligible to use such form) or file a prospectus supplement to Veracyte’s existing Form S-3ASR filed on May 2, 2019 (File No. 333-231173), with the SEC to register the resale of the Equity Consideration.
S-3 Registration Statement. The Registration Statement referred to in Section 3.1.1 shall be on Form S-3. In the event that Form S-3 is not available for the Registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, as soon as reasonably practicable following the date upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than seventy-five (75) calendar days thereafter (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”); provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities has been declared effective by the SEC.
S-3 Registration Statement. The Buyer shall use its best reasonable efforts to register the resale of the Restricted Common Stock pursuant to a registration statement on Form S-3 (the "S-3 REGISTRATION STATEMENT") effective as of the first Business Day after the expiration of the Restrictive Period (the "RESTRICTIVE PERIOD EXPIRATION DATE") or as soon thereafter as reasonably practicable. Promptly after the S-3 Registration Statement becomes effective, Buyer shall notify the Sellers thereof. In the event that the S-3 Registration Statement shall not be effective as of the Restrictive Period Expiration Date, the Buyer shall be obligated to pay to the Sellers, during the period commencing upon the Restrictive Period Expiration Date and ending upon the date the S-3 Registration Statement becomes effective and an S-3 Resale Prospectus (as hereinafter defined) is current and effective, interest in the amount of the Interest Rate upon the aggregate Market Price, determined as of the Closing Date, of the Sonic Common Shares issued hereunder and then held by the Sellers. Any such interest payments shall be made to the Sellers in the respective percentages set forth below their names on Schedule 2.2. Any such interest payments shall be made monthly in arrears and shall be paid, with respect to any calendar month, no later than the fifth Business Day of the following calendar month.
S-3 Registration Statement. Notwithstanding the foregoing Section 2(a), in the event that the Company files a Registration Statement on Form SB-2, and thereafter meets the eligibility requirements to use Form S-3 for the resale of Registrable Securities by the Holders, the Company shall re-file such Registration Statement, or file a new Registration Statement on Form S-3 covering the greater of (i) the number of shares then registered on the existing Registration Statement(s) (and not previously sold pursuant to an existing Registration Statement or pursuant to Rule 144) and (ii) the number of shares required to be registered pursuant to the terms of this Agreement, as promptly as practicable (but in no event later than thirty (30) days) after the Company meets such requirements.
S-3 Registration Statement. In the event that the Buyer shall --------------------------- register shares of Buyer Common Stock on a Form S-3 Registration Statement at any time after the Closing and prior to the first anniversary thereof, the Buyer shall use commercially reasonable efforts to include 11,178 shares (the "S-3 Shares") of Buyer Common Stock, which constitute a portion of the Acquisition Consideration paid to the Company Stockholder pursuant to Section 1.5; provided that, if the Buyer reasonably determines that marketing factors or contractual requirements with other parties require a limitation of the number of shares of Buyer Common Stock to be included in such registration, then such S-3 Shares may be excluded; and, provided further, that, if the Buyer is engaged in any business activity that, in the good faith determination of the Chief Financial Officer of the Buyer, would be adversely affected by including the S-3 Shares in such registration, then the Buyer may at its option elect that the S-3 Shares not be included in that registration.
