A registration Clause Samples

A registration filed pursuant to this Section 1.1(a) shall not be deemed to have been effected unless the registration statement related thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least nine months (or such shorter period of time in which all of the Stock registered thereunder has actually been sold thereunder); provided, however, that if, after any registration statement filed pursuant to Section 1.1(a) becomes effective and prior to the time the registration statement has been effective for a period of at least nine months, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court solely due to actions or omissions to act of the Corporation, such registration statement shall not be considered one of the registrations applicable pursuant to Section 1.1(a).
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A registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior subordinated discount notes of the Company (the "Exchange Notes") which are identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"). Pursuant to or in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of June 13, 1999, as amended, between Holdings and Fox Pain▇ ▇▇▇ic Acquisition Corporation ("Fox Pain▇ ▇▇▇xim"), a Texas corporation newly formed by Fox Pain▇ ▇▇▇ital Fund, L.P. (the "Fox Pain▇ ▇▇▇d"), as part of the proposed recapitalization (the "Recapitalization") of Holdings, Fox Pain▇ ▇▇▇xim will merge (the "Merger") with and into Holdings, with Holdings as the surviving corporation in the Merger. Prior to or simultaneously with the Merger, (a) the Fox Pain▇ ▇▇▇d and other affiliated investment funds (collectively, the "Fox Pain▇ ▇▇▇estors"), together with certain other minority investors (together with the Fox Pain▇ ▇▇▇estors, the "Investors"), will purchase or will have purchased all the common stock of Fox Pain▇ ▇▇▇xim, with such common stock being converted into Holdings' common stock in the Merger (the "Investor Equity Contribution"), (b) Maxxim Medical, Inc., a Delaware corporation and indirect wholly owned subsidiary of Holdings ("Maxxim Delaware"), will sell (the "Circon Sale") to Circon Holdings Corporation (formerly Fox Pain▇ ▇▇▇r▇▇ ▇▇▇uisition Corporation) ("Fox Pain▇ ▇▇▇con"), a newly formed Delaware corporation to be owned by the Investors and the Continuing Shareholders (as defined herein), all the capital stock of its wholly owned subsidiary Circon Corporation ("Circon") and (c) Holdings will contribute all its assets and liabilities (other than those assets and liabilities relating to Holdings' existing credit facilities) to the Company (the "Asset Dropdown"). As part of the Recapitalization, (a) each outstanding share of common stock of Holdings (other than certain shares held by a group of 10 current shareholders of Holdings (the "Continuing Shareholders")) will be converted into the right to receive $26.00 in cash (the "Merger Consideration") and (b) certain options to purchase the common stock of Holdings will be canceled in return for a cash payment for each ...
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A registration. Rights Agreement executed by the Stockholders in form and substance satisfactory to Corning (the "Registration Rights Agreement");
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Related to A registration

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • NERC Registration The NTO shall register or enter into agreement with a NERC registered entity for all required NERC functions applicable to the NTO, that may include, without limitation, those functions designated by NERC to be: “Transmission Owner” and “Transmission Planner” and “Transmission Operator.” The Parties agree to negotiate in good faith the compliance obligations for the NERC functions applicable to, and to be performed by, each Party with respect to the NTO’s facilities. Notwithstanding the foregoing, the ISO shall register for the “Transmission Operator” function for all NTO Transmission Facilities under ISO Operational Control identified in Appendix A-1 of this Agreement.

  • Non-Registration The Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.

  • Resale Registration On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

  • Form S-3 Registration In case the Company shall receive from any Holder or Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use its reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.11: (1) if Form S-3 is not available for such offering by the Holders; (2) if the participating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (3) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.11; or (4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, reasonable fees and expenses for one special counsel for the Holders associated with Registrable Securities (such special counsel to be selected by the Holders of at least a majority in interest of the outstanding Registrable Securities (determined on an as-converted to Common Stock basis) requesting such registration) and the fees and disbursements of counsel for the Company, but excluding any underwriters’ discounts or commissions, shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.