Common use of Securities Act Registration Clause in Contracts

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.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Chromatics Color Sciences International Inc), Warrant Agreement (Chromatics Color Sciences International Inc)

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Securities Act Registration. (a) Seller shallAs promptly as reasonably practicable, at Seller's expensebut in no event later than the date that is the later of (i) thirty (30) days following the closing of the transaction contemplated by the Purchase Agreement and (ii) ten (10) Business Days after the delivery to the Company of true and complete copies of any audited financial statements of Castex Energy 2014, register LLC and Castex Energy 2016, LP (which shall in each case be accompanied by an unqualified report of BDO USA, LLP) that are required to be included therein and any consents of BDO USA, LLP required under the Securities Act in connection with the shares of Common Stock issuable upon conversion of the Shares and exercise of the Warrants (collectivelyfiling thereof, the "Registrable Securities"Company shall prepare and file with the Commission a Shelf Registration Statement (on Form S-3 if then eligible) and in that connection shall file, by no later than February 22, 2000 (to permit the "Filing Date"), a registration statement with respect to public resale of all of the Registrable Securities in accordance with the SEC (the "Registration Statement")terms of this Agreement. Seller The Company shall use its commercially reasonable best efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly soon as possible reasonably practicable after the initial filing thereofof the Shelf Registration Statement, but in any no event on or prior more than two (2) Business Days after the date that date which is forty thirty (4030) days from following the Filing Date filing thereof (or ninety (90) days following the "Effectiveness Date"filing thereof if the Commission notifies the Company that it will “Review” the Shelf Registration Statement). The number of shares of Common Stock included in the Shelf Registration Statement shall at all times be at least equal to 100% provide for the resale of the sum Registrable Securities pursuant to any method or combination of the number of shares that are then issuable upon conversion of the Shares and exercise of the Warrantsmethods legally available to, and shall include requested by, the Holders of any additional and all Registrable Securities issuable to Purchaser in connection with covered by such Shelf Registration Statement. To the First Closing which were not included on extent 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 initial Shelf Registration Statement shall is not made on Form S-3, the Company shall, upon becoming eligible to file a registration statement on Form S-3, prepare and file a new Shelf Registration Statement on Form S-3 to replace the initial Shelf Registration Statement and use its best efforts to cause such subsequent Shelf Registration Statement to be furnished promptly to Purchaserdeclared effective by the Commission as soon as reasonably practicable thereafter. Seller The Company shall use its commercially reasonable best efforts to maintain the effectiveness of the cause any Shelf Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and from time to time will amend or supplement such Registration Statement and the prospectus contained therein as and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Such Shelf Registration Statement when effective (and all documents incorporated therein by reference) shall comply in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to permit state a material fact required to be stated therein or necessary to make the sale statements therein not misleading (or, in the case of any prospectus contained in such Registration Statement, shall not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light 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 registrationcircumstances under which they were made, not misleading).

Appears in 1 contract

Samples: Registration Rights Agreement (Talos Energy Inc.)

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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 22June 24, 2000 1999 (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 one hundred twenty (40120) days from the Filing Date 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.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Chromatics Color Sciences International Inc)

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