STOCK OPTIONS; REGISTRATION Sample Clauses

STOCK OPTIONS; REGISTRATION. (a) The Company agrees, upon the occurrence of a Filing Event (as defined below), as promptly as practicable but not later than 45 days after such occurrence, to (i) file with the Securities and Exchange Commission (the "SEC"), at the Company's cost and expense, a Registration Statement on Form S-8 (or similar form) with respect to the shares of Common Stock issuable upon exercise of the Options, the Existing Options and the Right (as defined in the Stock Appreciation Rights Agreement, dated as of October 10, 1997, between the Company and Executive (the "SAR Agreement")), (ii) maintain the effectiveness of such Registration Statement (subject to
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STOCK OPTIONS; REGISTRATION. 33 ARTICLE VIII. CONDITIONS TO CONSUMMATION OF THE MERGER.................................... 33 8.1 Conditions to Each Party's Obligation to Effect the Merger.................. 33 8.2 Conditions to Obligation of Vivo to Effect the Merger....................... 34 8.3 Conditions to Obligations of RealNetworks and Merger Sub to Effect the Merger...................................................................... 35 ARTICLE IX. INDEMNIFICATION............................................................... 36
Sample 1
STOCK OPTIONS; REGISTRATION. RealNetworks agrees that within 60 days after the Effective Time it will cause to be filed a registration statement on Form S-8 under the Securities Act, or amendments to its existing registration statement on Form S-8 or amendments to such other registration statements as may be available, in order to register the Common Shares issuable upon the exercise of the former Vivo Stock Options described in Section 3.7.
Sample 1
STOCK OPTIONS; REGISTRATION. (a) The Company agrees, upon the occurrence of a Filing Event (as defined below), as promptly as practicable but not later than 45 days after such occurrence, to (i) file with the Securities and Exchange Commission (the "SEC"), at the Company's cost and expense, a Registration Statement on Form S-8, including an offer prospectus on Form S-3 (or similar form) with respect to the shares of Common Stock issuable upon exercise of the Options, the Existing Options, and (to the extent not previously exercised) the Right (as defined in the Stock Appreciation Rights Agreement dated as of February 20, 1998, between the Company and Executive (the "SAR Agreement")), (ii) maintain the effectiveness of such Registration Statement (subject to the other provisions of this Section 9) until all of the Options, the Existing Options and the Right shall have been exercised in full or shall have expired, whichever shall first occur, and (iii) provide to Executive copies of the Registration Statement and all amendments, if any, thereto. The Company further agrees to cause any Registration Statement on Form S-8 filed by the Company on behalf of its other employees to cover the Options, the Existing Options and the Right held by the Executive.
Sample 1

Related to STOCK OPTIONS; REGISTRATION

  • Additional Registration Rights If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

  • Future Registration Rights The Company may agree with its shareholders other than the Holders to allow their participation in any registered offering which may be requested pursuant to Section 12.1 hereof, provided all such rights of participation by shareholders other than the Holders shall be subordinated to the rights of the participating Holders herein, in a manner reasonably satisfactory to the Required Percentage of such Holders and their counsel.

  • Registration Rights Transfer a. The Company agrees that, within seventy-five (75) calendar days after the Closing, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Class A Acquired Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the filing thereof and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Class A Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Class A Acquired Shares as shall be reasonably requested by the Company to effect the registration of the Class A Acquired Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

  • Subsequent Registration Rights Until the Initial Registration Statement required hereunder is declared effective by the Commission, the Company shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written consent of Holders representing no less than a majority of the then outstanding Registrable Securities; provided, that this Section 7(c) shall not prohibit the Company from fulfilling its obligations under any other registration rights agreements existing as of the date hereof.

  • Registration Right The Warrant Securities are subject to the terms of a Registration Rights Agreement. Upon request, a copy of the Registration Rights Agreement is available, without charge, from the Company.

  • Suspension of Registration If the continued use of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

  • Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Registration Rights under the Registration Statement No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

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