Registration and Qualification Sample Clauses
Registration and Qualification. If and whenever MSCI is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Sec...
Registration and Qualification. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in this Article II, the Company shall as promptly as practicable:
Registration and Qualification. 7 Section 3.13
Registration and Qualification. 8 Section 5.2 Underwriting.....................................................11 Section 5.3
Registration and Qualification. Assuming the accuracy of the representations and warranties made by each of the Purchasers and set forth in Article IV hereof, it is not necessary in connection with the offer, sale and delivery of the Shares to the Purchasers in the manner contemplated by this Agreement to register the Shares or the shares of Common Stock issuable upon conversion of the Shares, under the Securities Act.
Registration and Qualification. (a) Assuming the accuracy of the representations and warranties made by the Investors set forth in Article IV hereof, it is not necessary in connection with the offer, sale and delivery of the Shares to the Investors in the manner contemplated by this Agreement to register the Shares, or the shares of Common Stock issuable upon conversion of the Shares, under the Securities Act or the securities laws of any state thereof.
(b) The Company has not, directly or indirectly, offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the sale of the Shares and require any of the Shares to be registered under the Securities Act. None of the Company, its Subsidiaries or any person acting on its or any of their behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Shares.
Registration and Qualification. In connection with the registration of any Registrable Securities under the Securities Act as provided in Section 2.01, Parent shall as promptly as practicable (but subject to the provisions of Section 2.01):
(a) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities until the earlier of (A) such time as all Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of the Effective Period, provided that any such period shall be extended by the number of days in any Section 2.02 Period and/or Section 2.04(d) Period applicable to such registration;
(b) furnish to the Stockholders such number of conformed copies of the Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in the Registration Statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such documents incorporated by reference in such Registration Statement or prospectus, as the Stockholders may reasonably request;
(c) promptly notify the Stockholders in writing (i) at any time when a prospectus relating to the registration pursuant to Section 2.01 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to the Registration Statement or other document relating to such offering, and in either such case, at the request of the Stockholders prepare and furnish to the Stockholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, s...
Registration and Qualification. In connection with the organization of the Fund and the offering of its Shares the Fund shall assume all expenses of preparation, registration and qualification of Shares of the Fund under Federal and State laws and the filing of registration statements and copies of corporate documents, agreements and any other related documents; specifically the Fund shall pay all legal, county, registration and filing fees incident to such registrations and filings. During such organizational and initial offering, the Fund will also pay for the preparation and printing of Registration Statements, Prospectuses and Statements of Additional Information when such documents are distributed to persons who are not already shareholders of the Fund.
Registration and Qualification. 10 Section 2.05. Conversion of Other Securities, Etc............................12 Section 2.06. Underwriting; Due Diligence....................................12 Section 2.07.
Registration and Qualification. If and whenever Linens is required to effect the registration of any Registrable Securities under the 1933 Act as provided in Sections 2.1 or 2.2, Linens shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the 1933 Act relating to the Registrable Securities to be offered in accordance with the intended method of disposition thereof;
(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and