Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be subject to the registration rights set forth on Exhibit B, if attached.
Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the fili...
Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be “Registrable Securities”, and Holder shall be a “Holder” for purposes of Sections 2.3, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13 and Section 5 of the Investor Rights Agreement among the Company and other persons dated as of April 26, 2007.
Registration Under Securities Act of 1933. The resale of the Warrant Shares shall be registered on the Shelf Registration Statement (as defined in Article 8 of the Securities Purchase Agreement (the "Purchase Agreement") dated as of June 30, 1997, by and among the Company, The Aries Fund, a Cayman Island Trust, and The Aries Domestic Fund, L.P., a Delaware limited partnership) and certain purchasers and the Holder of this Warrant shall have the registration rights as provided in Article 8 of the Purchase Agreement. If the Holder is not a party to the Purchase Agreement, by acceptance of this Warrant the Holder agrees to comply with provisions of Article 8 of the Purchase Agreement to the same extent as if it were a party thereto.
Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or "Piggyback," registration rights pursuant to and as set forth in the Company's Investor Rights Agreement or similar agreement. The provisions set forth in the Company's Investors' Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.
Registration Under Securities Act of 1933. The Holder of this Note shall have registration rights as provided in Section 8 of the Purchase Agreement, with respect to the Securities issuable upon conversion of the Notes. If the Holder is not a party to the Purchase Agreement, by acceptance of this Note, the Holder agrees to comply with provisions of Section 8 of the Purchase Agreement to the same extent as if it were a party thereto.
Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares shall be subject to the registration rights set forth on Exhibit C.
Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or "Piggyback," and S-3 registration rights pursuant to and as set forth in the Company's Fourth Amended and Restated Registration Rights Agreement dated May 12, 2005, as amended from time to time (the "Rights Agreement"). The provisions set forth in the Rights Agreement relating to the foregoing registration rights in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.
Registration Under Securities Act of 1933 as amended. The Shares issued and issuable hereunder shall have certain incidental or "piggyback" registration rights pursuant to, and as set forth in, that certain Registration Rights Agreement of even date herewith between the Company and Holder. The Company represents and warrants to Holder that the Company's foregoing grant of registration rights and its execution, delivery and performance of the aforementioned Registration Rights Agreement (a) have been duly authorized by all necessary corporate action of the Company's Board of Directors and shareholders, (b) will not violate the Certificate or the Company's by-laws, each as amended, (c) will not violate or cause a breach or default (or an event which with the passage of time or the giving of notice or both, would constitute a breach or default) under any agreement, instrument, mortgage, deed of trust or other arrangement to which the Company is a party or by which it or any of its assets is subject or bound, and (d) do not require the approval, consent or waiver of or by any shareholder, registration rights holder or other third party which approval, consent or waiver has not been obtained as of the date of issuance of this Warrant.
Registration Under Securities Act of 1933 a) The Company agrees to register the Warrants Shares in accordance with the terms of the Financing Agreement.
b) The Company shall (i) furnish each Holder of any GCA Warrants Shares and each underwriter (Underwriter) of such GCA Warrants Shares with such copies of the prospectus, including the preliminary prospectus, conforming to the Securities Act of 1933 (Act), (and such other documents as each such Holder or each such Underwriter may reasonably request) in order to facilitate the sale or distribution of the GCA Warrants Shares, (ii) use its best efforts to register or qualify such GCA Warrants Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions as the Holders of any such GCA Warrants Shares and each Underwriter of GCA Warrants Shares being sold by such Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holders and such Underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holders shall havc reasonably requested that the GCA Warrants Shares be sold.
c) The Company shall pay all expenses incurred in connection with any registration or other action pursuant to the provisions of this Section 5, other than underwriting discounts and applicable transfer taxes relating to the GCA Warrants Shares.
d) The Company will indemnify the Holders of GCA Warrants Shares which are included in any Registration Statement substantially to the same extent as the Company may indemnify any Underwriters of a public offering of Common Stock pursuant to the Underwriting Agreement and such Holders will indemnify the Company (and the Underwriters, if applicable) with respect to information furnished by them in writing to the Company for inclusion therein substantially to the same extent as the Underwriters have indemnified the Company.
