Securities Act Registration. (a) Seller shall, at Seller's expense, register under the Securities Act the shares of Common Stock issuable upon conversion of the Shares and exercise of the Warrants (collectively, the "Registrable Securities") and in that connection shall file, by no later than February 22, 2000 (the "Filing Date"), a registration statement with respect to the Registrable Securities with the SEC (the "Registration Statement"). Seller shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior the that date which is forty (40) days from the Filing Date (the "Effectiveness Date"). The number of shares of Common Stock included in the Registration Statement shall at all times be at least equal to 100% of the sum of the number of shares that are then issuable upon conversion of the Shares and exercise of the Warrants, and shall include any additional Registrable Securities issuable to Purchaser in connection with the First Closing which were not included on the registration statements filed in connection with the First Closing, without regard to any limitation on Purchaser's ability to convert the Shares or exercise the Warrants. Notice of effectiveness of the Registration Statement shall be furnished promptly to Purchaser. Seller shall use its commercially reasonable best efforts to maintain the effectiveness of the Registration Statement and from time to time will amend or supplement such Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act to permit the sale of the Registrable Securities by Purchaser. Seller shall use its commercially reasonable best efforts to maintain the effectiveness of the Registration Statement with respect to the Registrable Securities until all of the Registrable Shares have been sold by Purchaser pursuant thereto or such date as all of the Registrable Securities may be sold by Purchaser without registration.
(b) As a condition to the inclusion of the Registrable Securities in the Registration Statement, Purchaser will furnish to Seller such information with respect to Purchaser as is required to be disclosed in the Registration Statement (and the prospectus included therein) by the applicable rules, regulations and guidelines of the SEC.
(c) In connection with the registration of Registrable Securities under the Securities...
Securities Act Registration. The Policy is exempt from registration under the Securities Act.
Securities Act Registration. Assuming that the representations and warranties of the Lenders contained herein are true, the offer, sale and delivery of the Notes and Warrants in the manner contemplated by this Agreement are each exempt from registration under the Securities Act and are exempt or will be exempt under applicable state securities or Blue Sky laws regulating the issuance or sale of securities upon the timely filing of notices with the appropriate states.
Securities Act Registration. Assuming that the representations and warranties of the Purchaser contained herein are true, it is not necessary in connection with the offer, sale and delivery of Shares, in the manner contemplated by this Agreement to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities or Blue Sky laws regulating the issuance or sale of securities.
Securities Act Registration. The parties acknowledge that the Company's registration statement on Form S-3 (Registration No. 333-70840) (including any post-effective amendments thereto, the "Registration Statement"), and a related prospectus (including any prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, the "Prospectus") relating to the Covered Securities that are shares of Common Stock, has been filed with the Securities and Exchange Commission and has been declared effective under the Securities Act of 1933 (the "Securities Act"). The parties agree that the sale and purchase of Covered Securities pursuant to this Agreement, whether at the Initial Purchase or upon exercise of any Put Options or any Call Options, shall be effected under and pursuant to the Registration Statement, as the same may be amended or supplemented from time to time. In accordance therewith, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties shall deliver to each Buyer a copy of the Prospectus; provided, that any such delivery requirement may be satisfied by complying with The New York Stock Exchange's standards for listed companies with respect to prospectus delivery. If, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties are unable to deliver a copy of the Prospectus to the Buyers which meets the requirements of applicable securities laws, the Initial Purchase or exercise of a Put Option or Call Option, as applicable, shall nevertheless be consummated and the Buyers will receive securities that have not been registered under the Securities Act.
Securities Act Registration. Subject to compliance by the Purchaser with the representations, warranties and agreements set forth in Section 4 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchaser (and in connection with the original resale of the Securities by the Purchaser) in the manner contemplated by this Agreement and the Offering Materials to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939.
Securities Act Registration. The Registration Statement --------------------------- contemplated by Section 6.1 hereof shall have been filed by Respironics with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and shall have been declared effective prior to the time the joint proxy statement/prospectus contained therein (the "Proxy Statement/Prospectus") is first mailed to the shareholders of Healthdyne and Respironics, and no stop order with respect to the effectiveness of the Registration Statement shall have been issued nor any proceeding therefor initiated or threatened. In addition, the shares of Respironics Common Stock to be issued pursuant to the Merger Agreement shall be duly registered or qualified under the securities or "blue sky" laws of all states in which such action is required for purposes of the initial issuance of such stock and its distribution to the shareholders of Healthdyne entitled to receive it.
Securities Act Registration. The Company will continue to file in a timely manner all reports and other documents required to be filed under the provisions Section 15(d) of the Securities Act and will not take any action or file any document to terminate or suspend its duty to file such reports and documents.
Securities Act Registration. Assuming that the representations and warranties of each of the Purchasers contained herein are true, it is not necessary in connection with the offer, sale and delivery of the Aduromed Series A Preferred, First Closing Aduromed Warrants, First Closing Aduromed Warrant Shares and Aduromed Conversion Shares in the manner contemplated by the Original Purchase Agreement to register any of the Aduromed Series A Preferred, First Closing Aduromed Warrants, First Closing Aduromed Warrant Shares or Aduromed Conversion Shares under the Securities Act or under applicable state securities or Blue Sky laws regulating the issuance or sale of securities.
Securities Act Registration. Assuming that the representations and warranties of each of the Purchasers contained herein are true, it is not necessary in connection with the offer, sale and delivery of the GDI Series A Preferred, GDI Series B Preferred, GDI Warrants, GDI Warrant Shares and GDI Conversion Shares in the manner contemplated by the Merger Agreement and this Amended and Restated Purchase Agreement to register any of the GDI Series A Preferred, GDI Series B Preferred, GDI Warrants, GDI Warrant Shares or GDI Conversion Shares under the Securities Act or under applicable state securities or Blue Sky laws regulating the issuance or sale of securities.
