Stock Registration. The Holder acknowledges that the Restricted Stock has been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8, and that at such time as the Period of Restriction has been satisfied or accelerated, the Restricted Stock may not be sold, assigned, transferred, pledged, exchanged, encumbered or disposed of, except pursuant to the Securities Act of 1933 and the rules and regulations thereunder and the rules and regulations of any securities exchange or association on which the Shares may be listed or quoted.
Stock Registration. At the request of any Shareholder, the Merger Sub shall begin the "process of registration" of all the shares of common (capital) stock of Exsorbet Industries, Inc. provided to the Shareholders under this Agreement. No Shareholder shall be obligated to allow
Stock Registration. Simultaneous with entering into this Agreement, the Company and the Purchaser are also entering into a Stock Registration Rights Agreement which grants certain rights to the Purchaser to have the Underlying Common Shares registered.
Stock Registration. Upon exercise of this Warrant, and with ------------------ respect to the Warrant Stock acquired by said exercise, the Holder shall become a "Purchaser" under, and be entitled to all of the rights set forth in, the Stock Registration Rights Agreement, dated as of April 2, 1992, as amended (the "Registration Agreement"), a copy of which has been given previously to the Holder, and the Holder agrees to be bound by the terms and conditions of the Registration Agreement, as applicable. Except as set forth in the Registration Agreement, the Company has no obligation to register any of the Shares of Warrant Stock issuable upon the exercise of this Warrant. Unless and until the shares of Warrant Stock are registered under the Act, the resale of the Warrant Stock by the Holder is restricted, and the Shares will be subject to the limitations and restrictions of Rule 144 after the Company has a public stock offering, and the Shares may be sold by the Holder only pursuant to exemptions from the registration requirements of the Act, if any are then available. In connection with an underwritten initial public offering by the Company of its equity securities pursuant to a registration statement filed under the Act, the Holder shall not sell, pledge, dispose or transfer any interest in (or otherwise agree to engage in any of the foregoing transactions with respect to) any of the Warrant Stock or any interest herein without the prior written consent of the Company or its underwriters for a period of up to 180 days following the effectiveness of the registration statement, and the Holder agrees to enter into a "lockup letter" so restricting such transfers; provided, that the Holder's obligations to refrain from transferring Warrant Stock and to enter into a lockup letter shall be effective only if the executive officers and directors of the Company also enter into similar lockup letters. In order to enforce the limitations of this Section 13, the Company may impose stop-transfer instructions with respect to the Warrant Stock until the end of the applicable lockup period.
Stock Registration. The Common Stock is registered pursuant to Section 12(g) of the 1934 Act and is quoted on the National Market of the National Association of Securities Dealers Automated Quotation System (the "Nasdaq National Market").
Stock Registration. Upon the entry of the 9019 Order, Axion is obligated to register the Plan Funding Shares at Axion’s sole cost and expense, if requested by the Trustee, or after the Effective Date, if requested by the Liquidation Trustee or SAT Trustee (defined below). “Axion has previously registered the Initial Axion Stock under the Securities Act of 1933 (SEC File No. 333 -115738) to facilitate the sale or distribution of those shares by the Shareholders Trust. As promptly as practicable after the date of this Settlement Agreement, Axion shall, at its own cost and expense, take such measures as may be reasonably necessary to file a post-effective amendment to such registration statement in order to facilitate and accommodate the sale or other disposition of 1,000,000 Plan Funding Shares and 627,500 Axion Settlement Shares. Thereafter Axion shall use its reasonable best efforts to obtain an order of effectiveness for the post-effective amendment as promptly as practicable after the entry of the 9019 Order, and to maintain the effectiveness of the registration statement for such period of time as may be reasonably necessary under the circumstances. Axion shall also be obligated to file such additional registration statements or post-effective amendments as may be necessary or desirable to facilitate or accommodate the sale or distribution of the 4,700,000 remaining Plan Funding Shares from time to time as requested by the Shareholders Trust or the Liquidation Trustee or SAT Trustee.
Stock Registration. (a) Each Management Shareholder hereby represents and warrants to the Ripplewood Shareholder and the Company that:
(i) Such Management Shareholder has had access to all information that such Management Shareholder deemed necessary to adequately evaluate whether to purchase any shares of Company Common Stock;
(ii) Such Management Shareholder understands that the Company Common Stock has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and shares of Company Common Stock will be offered and sold to such Management Shareholder (including upon exercise of stock options) in reliance upon an exemption from the registration requirements of the Securities Act afforded by Rule 701; and
(iii) any shares of Company Common Stock acquired by such Management Shareholder shall be acquired only for such Management Shareholder's own account, for investment purposes only and not with a view to its resale, distribution or other disposition.
(b) Each Management Shareholder agrees that such Management Shareholder will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Shares except:
(i) pursuant to an exemption from registration under the Securities Act, as confirmed in a satisfactory opinion of legal counsel delivered to the Company, and in accordance with any applicable laws of any state of the United States governing the offer and sale of securities; or
(ii) pursuant to an effective registration statement under the Securities Act (it being understood that the Company, the Ripplewood Shareholder and their Affiliates are under no obligation to effect such registration) and in accordance with any applicable state laws.
(c) In the event that the Company files a registration statement on Form S-8 of the Securities and Exchange Commission, the Company shall, to the extent permitted by applicable law, include in such registration statement shares of Company Common Stock issuable upon exercise of the then unexercised options that were granted to each Management Shareholder pursuant to Section 1.03(c) of this Agreement.
Stock Registration. (a) Each Shareholder hereby represents and warrants to the other Shareholder and the Company that such Shareholder understands that the Company Common Stock has not been registered under the Securities Act.
(b) Each Shareholder agrees that such Shareholder will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of any shares of Company Common Stock except:
(i) pursuant to an exemption from registration under the Securities Act and in accordance with any applicable laws of any state of the United States governing the offer and sale of securities; or
(ii) pursuant to an effective registration statement under the Securities Act (it being understood that the Company, the other Shareholder and their Affiliates are under no obligation to effect such registration except, in the case of the Company, pursuant to Section 2.01(g)) and in accordance with any applicable state laws; or
(iii) pursuant to the Ripplewood Pledge Agreement or the PRIMEDIA Pledge Agreement, as applicable.
Stock Registration. That portion of Article
3.3.1 of the PSA relating to the timing of the filing of a Registration Statement is amended to provide that HS may delay the filing of the Registration Statement referred to in Article 3.3.1 until immediately after the consummation or termination of the HS public offering currently expected to commence in January of 1998, but, notwithstanding the foregoing, HS must file the Registration Statement no later than February 15, 1998. HS shall prepare a draft of the Registration Statement for Amoco's review and comment by December 22, 1997 and, subject to receipt of such comments, take such actions as are necessary to file the Registration Statement in accordance with the immediately preceding sentence. For clarification regarding Article 3.3.3, HS agrees that it is not presently conducting a public offering, such period to commence upon notice by HS to Amoco that it has conducted its organizational meeting regarding the offering and is preparing and intends to circulate a red herrxxx xxxspectus as soon as possible.
Stock Registration. Unless and until registered, all of the shares of stock issued by Exsorbet Industries, Inc. pursuant to this Agreement may not be sold or transferred unless and until registered or pursuant to a valid exemption from registration. All stock certificates issued pursuant to this Agreement shall bear a restrictive legend in substantially the following form: "No sale, offer to sell, or transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of said act is then in fact applicable to said shares."
