Additional Registration Clause Samples
The Additional Registration clause establishes the right or obligation for a party to register further items, rights, or interests beyond those initially specified in an agreement. In practice, this may require a party to register additional intellectual property, securities, or assets if certain conditions are met or if new developments arise during the contract term. This clause ensures that all relevant interests are properly recorded and protected, thereby reducing the risk of disputes or unregistered claims in the future.
Additional Registration. (i) 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 Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Initial Registration Statement, the Company shall have thirty (30) 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 ninety (90) days after filing (the “Additional Effectiveness Date”).
(ii) Notwithstanding anything to the contrary set forth in this Section 2, in the event that the Commission does not permit the Company to register all of the Registrable Securities in the Initial Registration Statement because of the Commission’s application of Rule 415, the Company shall use its best efforts to file Additional Registration Statements to register the Registrable Securities that were not registered in the Initial Registration Statement as promptly as possible and in a manner permitted by the Commission. For purposes of this Section 2(b)(ii), “Additional Filing Date” means with respect to each Additional Registration Statement filed pursuant hereto, the later of (i) sixty (60) days following the sale of substantially all of the Registrable Securities included in the Initial Registration Statement or any Additional Registration Statement and (ii) six (6) months following the effective date of the Initial Registration Statement or any Additional Registration Statement, as applicable, or such earlier date as permitted by the Commission.
Additional Registration. If at least 75% of the Registrable Securities requested to be registered by the Requesting Holder in one of the Company Funded Registrations are not included in such registration, then such Requesting Holder may request that the Company effect an additional registration under the Securities Act of all or part of such Requesting Holder’s Registrable Securities in accordance with the provisions of this Section 1.02, and the Company shall effect, and pay the Registration Expenses in connection with, such additional registration (in addition to the Company Funded Registrations referred to in Section 1.02(a)) requested pursuant to this Section 1.02(f).
Additional Registration. Notwithstanding the foregoing:
(i) If the Issuer makes the election contemplated by Section 4.3(a)(y) and the Stockholder makes a written request, the Issuer shall file one additional Registration Statement to enable the Stockholder to distribute any remaining Registrable Securities to the Adelphia Claimants, to the extent required by the Commission so that such Registrable Securities, when issued to the Adelphia Claimants in such distribution, will be freely tradable by such Adelphia Claimants and not subject to any resale restrictions, except to the extent that any such Adelphia Claimant is an Affiliate of the Issuer or an underwriter (as defined in section 1145(b) of the Bankruptcy Code). Any such registration pursuant to this Section 4.3(b)(i) shall be subject to Section 6.3 and shall otherwise be governed by clauses (i) through (iii) of Section 4.3(a) above, except that the words “delivery of the Final Distribution Notice” in Section 4.3(a)(i) and (ii) shall be replaced with the words “delivery of the notice under Section 4.3(b)(i).”
(ii) If an Additional Registration Event occurs and the Stockholder makes a written request, the Issuer shall file one additional Registration Statement to register the public offering by the Stockholder of the then remaining Registrable Securities for cash in transactions not involving an underwriter or other intermediary (but not any resale transactions by the recipients of such Registrable Securities). Any such registration pursuant to this Section 4.3(b)(ii) shall be subject to Section 6.3 and shall otherwise be governed by clauses (i) through (iii) of Section 4.3(a) above, except that (x) the words “delivery of the Final Distribution Notice” in Section 4.3(a)(i) and (ii) shall be replaced with the words “delivery of the notice under Section 4.3(b)(ii)”, and (y) the Issuer shall not be required to keep effective the Registration Statement filed pursuant to this Section 4.3(b)(ii) for more than one month after the date of its effectiveness.
Additional Registration. If at any time while the Buyer holds Registrable Securities the Initial Registration Statement does not register for resale all of the Conversion Shares (i.e., if the Conversion Share Amount is insufficient to have registered all Conversion Shares issuable on Conversion of the Note) (such even, a “Conversion Share Registration Failure”), then the Company shall use its best efforts to file an additional registration statement to cover the additional note conversion shares needed for full conversion within 45 business days. Notwithstanding the foregoing, the Company will have no obligation to file such additional registration statements if the additional note conversion shares would be subject to immediate release, without volume or other limitations and reliance on Rule 144 at the time of conversion.
Additional Registration. Neon shall file an additional registration statement no later than January 15, 2005, to the extent necessary to register the offer and sale under the Securities Act of that number of additional shares of Common Stock which represent interest payments that would become due under the Exelon Note through its maturity date if such interest payments were to be paid in the form of additional shares of Common Stock or additional convertible notes in accordance with the terms of the Exelon Note.
Additional Registration. Notwithstanding any other provision of this Agreement, if and to the extent that the issuance of Underlying Common Stock upon conversion of Notes is not exempt from the registration requirements of the Securities Act, the Company will register such issuance under the Securities Act, on substantially the terms and conditions (other than Section 2(e) hereof) set forth in this Agreement for registration of the resale of Registrable Securities, for so long as is required by applicable law; provided, that the foregoing obligation, if any, shall not be applicable in the event the Company elects to satisfy, solely in cash, its obligation to pay the full amount of the conversion value, if any, in excess of the accreted principal amount of the Notes due upon conversion thereof.
Additional Registration. If the Holders become entitled, pursuant to an event described in clause (iii) of the definition of Registrable Securities, to receive any securities in respect of Registrable Securities that were already included in a Registration Statement, subsequent to the date such Registration Statement is declared effective, and the Company is unable under the securities laws to add such securities to the then effective Registration Statement, the Company shall promptly file, in accordance with the procedures more particularly set forth in Section 2 hereof, an additional Registration Statement with respect to any such new Registrable Securities. The Company shall use its best efforts to (i) cause any such additional Registration Statement, when filed, to become effective under the Securities Act; and (ii) keep such additional Registration Statement effective during the period described in clause (ii) of Section 2(a).
Additional Registration. To the extent that the number of ------------------------ Shares included in the Registration Statement shall not be sufficient cover the additional Common Shares issuable upon exercise of the Reset Option, the Company will prepare and, within 90 days after exercise by Purchaser of the Reset Option (the "Additional Filing Date"), file with the Commission an additional registration statement on Form SB-2 (or such other form as may be available) (the "Additional Registration Statement") with respect to such Common Shares and such additional shares of Common Stock issuable to other Selling Stockholders who have exercised their reset option pursuant to similar subscription agreements (the "Additional Shares") and to effect registration (including the execution of an undertaking to file post-effective amendments, appropriate qualifications under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale and distribution of all of such shares by Purchaser and such other Selling Stockholders from time to time during the period provided for in Section 13(b) on the over-the-counter market, in other permitted public sales or in privately negotiated transactions, and, for purposes of Sections 13(b), 13(c) and 13(d) of this Agreement, the term "Registration Statement" shall mean the Additional Registration Statement and the term "Shares" shall mean the Additional Shares; provided, however, the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section in any particular jurisdiction in which the Company would be required 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 Securities Act.
Additional Registration. Fig. 5-34 Additional Registration Fig. 5-35 Re-Registration Fig. 5-36 Re-Registration NOTE
Additional Registration. In the event the number of Registrable Securities available under a Registration Statement filed pursuant to this Agreement is for any three (3) consecutive trading days (the last of such three (3) trading days being the "Registration Trigger Date"), insufficient to cover one hundred twenty-five percent (125%) of the Registrable Securities issued or issuable upon conversion of the Notes outstanding (based on the conversion formula set forth in the Notes), AEC shall file an additional Registration Statement so as to cover two hundred percent (200%) of the Registrable Securities issued or issuable to such Purchaser as of the date immediately preceding such filing, as soon as practicable, but in any event within fifteen (15) business days after the Registration Trigger Date. Notwithstanding the foregoing, the number of shares of Common Stock which the Company is obligated to cover pursuant to Registration Statements is limited to the Maximum Share Issuance (as defined in the Note). The Purchaser agrees to provide to AEC such information as it reasonably requests to allow AEC to assess whether a Registration Trigger Date has occurred or may occur. AEC shall cause such additional Registration Statement to become effective as soon as practicable following the filing thereof. The requirement of AEC to file further additional Registration Statements under this Section 2.2 shall continue to apply with respect to each additional Registration Statement.