Common use of Shelf Registration of Shares Clause in Contracts

Shelf Registration of Shares. (a) Upon the written request of the Purchaser, delivered at any time after June 16, 1998, the Company shall file under the Securities Act, as soon as practicable ;after such request, but no later than 20 business days therefrom a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Purchaser of, all Shares issuable upon conversion of the Convertible Notes, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission (die "Shelf Registration"). The Company agrees to use its best efforts to cause the Shelf Registration to become or be declared effective on or before the later of (x) 45 calendar days after receipt of such request and (y) the first anniversary of this Registration Rights Agreement, and to keep such Shelf Registration continuously effective for a period ending oil the earliest to occur of (i) the second anniversary of the Issue Date. (ii) notification to the Company by tile Purchaser that it has sold all Shares issuable upon conversion of the Convertible Notes so owned by it, or (iii) such time as the Purchaser may sell all of such shares pursuant to Rule 144(k) under the Securities Act. The Company further agrees, 117 necessary, to supplement or make amendments to the Shelf Registration, if required by tile rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Purchaser copies of any such supplement or amendment prior to its being used and/or filed with the Commission, and will not file any such supplement or amendment to which the Purchaser reasonably objects.

Appears in 1 contract

Samples: Registration Rights Agreement (Columbia Laboratories Inc)

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Shelf Registration of Shares. (a) Upon the written request of the PurchaserNot later than January 20, delivered at any time after June 16, 19982000, the Company shall file under the Securities Act, as soon as practicable ;after such request, but no later than 20 business days therefrom Act a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Purchaser Purchasers of, all Shares shares issuable upon conversion of the Convertible Notes, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission (die the "Shelf Registration"). The Company agrees to use its best efforts to cause the Shelf Registration to become or be declared effective on or before the no later of (x) than 45 calendar days after receipt of such request and (y) the first anniversary of this Registration Rights Agreement, filing thereof and to keep such Shelf Registration continuously effective for a period ending oil on the earliest to occur of (i) the second anniversary of the Issue Date. , (ii) notification to the Company by tile each Purchaser that it has sold all Shares issuable upon conversion of the Convertible Notes so owned by it, or (iii) such time as the Purchaser Purchasers may sell all of such shares pursuant to Rule 144(k) under the Securities Act. The Company further agrees, 117 if necessary, to supplement or make amendments to the Shelf Registration, if required by tile the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the each Purchaser copies of any such supplement or amendment prior to its being used and/or filed with the Commission, and will not file any such supplement or amendment to which the any Purchaser reasonably objects.

Appears in 1 contract

Samples: Registration Rights Agreement (Celgene Corp /De/)

Shelf Registration of Shares. (a) Upon the written request of the PurchaserNot later than December 19, delivered at any time after June 16, 19981999, the Company shall file under the Securities Act, as soon as practicable ;after such request, but no later than 20 business days therefrom Act a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Purchaser of, all Shares issuable upon conversion of the Convertible Notes, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission (die the "Shelf Registration"). The Company agrees to use its best efforts to cause the Shelf Registration to become or be declared effective on or before the no later of (x) than 45 calendar days after receipt of such request and (y) the first anniversary of this Registration Rights Agreement, filing thereof and to keep such Shelf Registration continuously effective for a period ending oil on the earliest to occur of (i) the second anniversary of the last Issue Date. Date of any Convertible Note, (ii) notification to the Company by tile the Purchaser that it has sold all Shares issuable upon conversion of the Convertible Notes so owned by it, or (iii) such time as the Purchaser may sell all of such shares pursuant to Rule 144(k) under the Securities Act. The Company further agrees, 117 if necessary, to supplement or make amendments to the Shelf Registration, if required by tile the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Purchaser copies of any such supplement or amendment prior to its being used and/or filed with the Commission, and will not file any such supplement or amendment to which the Purchaser reasonably objects.

Appears in 1 contract

Samples: Registration Rights Agreement (Sangstat Medical Corp)

Shelf Registration of Shares. (a) Upon the written request of the PurchaserNot later than December 19, delivered at any time after June 16, 19981999, the Company shall file under the Securities Act, as soon as practicable ;after such request, but no later than 20 business days therefrom Act a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Purchaser of, all Shares issuable upon conversion of the Convertible Notes, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission (die the "Shelf Registration"). The Company agrees to use its best efforts to cause the Shelf Registration to become or be declared effective on or before the no later of (x) than 45 calendar days after receipt of such request and (y) the first anniversary of this Registration Rights Agreement, filing thereof and to keep such Shelf Registration continuously effective for a period ending oil on the earliest to occur of (i) the second anniversary of the last Issue Date. Date of any Convertible Note, (ii) notification to the Company by tile the Purchaser that it has sold all Shares issuable upon conversion of the Convertible Notes so owned by it, or (iii) such time as the Purchaser may sell all of such shares pursuant to Rule 144(k) under the Securities Act. The Company further agrees, 117 if necessary, to supplement or make amendments to the Shelf Registration, if required by tile the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Purchaser copies of any such supplement or amendment prior to its being used and/or filed with the Commission, and will not file any such supplement or amendment to which the Purchaser reasonably objects. (b) Notwithstanding the foregoing, following the effectiveness of the Shelf Registration, the Company may, at any time, suspend the effectiveness of such Shelf Registration for up to 60 days, as appropriate (a "Suspension Period"), by giving notice to the Purchaser, if the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a material adverse effect on the Company. The Company will use its best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, no more than one Suspension Period may occur within any 180 day period, and no Suspension Period shall be effective at any time the Company or any affiliate of the Company is publicly offering shares of the capital stock of the Company. The Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, the Purchaser shall forthwith discontinue disposition of shares covered by the Shelf Registration until the Purchaser (i) is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, and (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Sangstat Medical Corp)

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Shelf Registration of Shares. (a) Upon the written request of the Purchaser, delivered at any time after June Not later than September 16, 19981999, the Company shall file under the Securities Act, as soon as practicable ;after such request, but no later than 20 business days therefrom Act a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Purchaser of, all Shares issuable upon conversion of the Convertible Notes, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission (die the "Shelf Registration"). The Company agrees to use its best efforts to cause the Shelf Registration to become or be declared effective on or before the no later of (x) than 45 calendar days after receipt of such request and (y) the first anniversary of this Registration Rights Agreement, filing thereof and to keep such Shelf Registration continuously effective for a period ending oil on the earliest to occur of (i) the second anniversary of the Issue Date. , (ii) notification to the Company by tile the Purchaser that it has sold all Shares issuable upon conversion of the Convertible Notes so owned by it, or (iii) such time as the Purchaser may sell all of such shares pursuant to Rule 144(k) under the Securities Act. The Company further agrees, 117 if necessary, to supplement or make amendments to the Shelf Registration, if required by tile the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Purchaser copies of any such supplement or amendment prior to its being used and/or filed with the Commission, and will not file any such supplement or amendment to which the Purchaser reasonably objects.

Appears in 1 contract

Samples: Registration Rights Agreement (Celgene Corp /De/)

Shelf Registration of Shares. (a) Upon the written request of the PurchaserNot later than July 6, delivered at any time after June 16, 19982000, the Company shall file under the Securities Act, as soon as practicable ;after such request, but no later than 20 business days therefrom Act a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Purchaser Purchasers of, all Shares shares issuable upon conversion of the Convertible Notes, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission (die the "Shelf Registration"). The Company agrees to use its best efforts to cause the Shelf Registration to become or be declared effective on or before the no later of (x) than 45 calendar days after receipt of such request and (y) the first anniversary of this Registration Rights Agreement, filing thereof and to keep such Shelf Registration continuously effective for a period ending oil on the earliest to occur of (i) the second anniversary of the Issue Date. , (ii) notification to the Company by tile each Purchaser that it has sold all Shares issuable upon conversion of the Convertible Notes so owned by it, or (iii) such time as the Purchaser Purchasers may sell all of such shares pursuant to Rule 144(k) under the Securities Act. The Company further agrees, 117 if necessary, to supplement or make amendments to the Shelf Registration, if required by tile the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the each Purchaser copies of any such supplement or amendment prior to its being used and/or filed with the Commission, and will not file any such supplement or amendment to which the any Purchaser reasonably objects.

Appears in 1 contract

Samples: Registration Rights Agreement (Celgene Corp /De/)

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