Mandatory Registration Sample Clauses: 5k Samples

Appears in 3 contracts

Sources: Registration Rights Agreement (Lannett Co Inc), Exchange Agreement (Lannett Co Inc), Exchange Agreement (Lannett Co Inc)

Mandatory Registration. (ia) ~~Following~~ On or prior to the ~~Closing Date~~Filing Deadline, the Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the ~~SEC~~ Commission a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). Notwithstanding the registration obligations set forth in this Section 2, in the event that (i) the Company’s counsel determines that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement prior to filing the Initial Registration Statement, or (ii) the Commission informs the Company that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders thereof and, as applicable, file the Initial Registration Statement, or use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (B) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in each case covering the maximum number of such Registrable Securities permitted to be registered thereon, on such form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that in the case of (ii) above, prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09, or any successor thereto. Notwithstanding any other provision of this Agreement, if the opinion of the Company’s counsel or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and, in the case of clause (ii) above, notwithstanding that the Company used commercial reasonable efforts to reasonably advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata on the basis of the aggregate number of Registrable Securities owned by each such person, and under such circumstances, the Company will not be subject to the payment of Liquidated Damages in Section 2(c). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent, which shall not be unreasonably withheld. (b) The Company shall use its commercially reasonable efforts to cause each Required Registration Statement to be declared effective by the Commission as soon as practicable, and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep each Required Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Required Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Required Registration Statement may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent (the “Effectiveness Period”); provided, however, if the Company does not meet the eligibility requirements for filing on Form S-3 (or any successor registration statement form) at the time of filing of a Required Registration Statement, the Effectiveness Period shall not exceed 180 days following the Effective Date. The Company shall request effectiveness of a Required Registration Statement as of 5:00 p.m., New York City time, on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall file a final Prospectus for a Required Registration Statement with the Commission, as required by Rule 424(b) as promptly as reasonably practicable following the Effective Date. (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, or (iii) after its Effective Date, (A) such Registration Statement ceases to be effective for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective, or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than during an Allowable Grace Period), (iv) a Grace Period applicable to a Required Registration Statement exceeds the length of an Allowable Grace Period, or (v) after the Filing Deadline, and only in the event a Registration Statement is not effective or available to sell all Registrable Securities, the Holders are unable to sell Registrable Securities without restriction under Rule 144, (any such failure or breach in clauses (i) through (v) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), (iii) or (v), the date on which such Event occurs, or for purposes of clause (iv) the date on which such Allowable Grace Period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable (i) if as of the relevant Event Date, the Registrable Securities may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, (ii) to a Holder causing an Event that relates to or is caused by any action or inaction taken by such Holder, (iii) to a Holder in the event it is unable to lawfully sell any of its Registrable Securities (including, without limitation, in the event a Grace Period exceeds the length of an Allowable Grace Period) because of possession of material non-public information or (iv) with respect to any period after the expiration of the Effectiveness Period (it being understood that this clause shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Effectiveness Period). If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within ten (10) Business Days after the date payable, the Company will pay interest on the amount of Liquidated Damages then owing to the Holder at a rate of 1.0% per month on an annualized basis (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. With respect to a Holder, the Effectiveness Deadline for a Required Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of such Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Registration Rights Purchaser).

Appears in 2 contracts

Sources: Stock Purchase Agreement (HCSB Financial Corp), Registration Rights Agreement (Castle Creek Capital Partners VI, LP)

Mandatory Registration. (ia) ~~Following the Closing Date, the Company shall prepare, and, on~~ On or prior to the ~~applicable~~ Filing Deadline, the Company shall, following the written request of the Registration Rights Purchasers, prepare and file with the ~~SEC~~ Commission a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). Notwithstanding the registration obligations set forth in this Section 2, in the event that (i) the Company’s counsel determines that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement prior to filing the Initial Registration Statement, or (ii) the Commission informs the Company that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders thereof and, as applicable, file the Initial Registration Statement, or use reasonable and customary efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (B) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in each case covering the maximum number of such Registrable Securities permitted to be registered thereon, on such form available to the Company to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if the opinion of the Company’s counsel or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, the number of Registrable Securities to be registered on such Registration Statement will be reduced pro rata on the basis of the aggregate number of Registrable Securities owned by each applicable Holder, and under such circumstances, the Company will not be subject to the payment of Liquidated Damages in Section (c). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use reasonable and customary efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such ▇▇▇▇▇▇’s prior written consent. (b) The Company shall use reasonable and customary efforts to cause each Required Registration Statement to be declared effective by the Commission as soon as practicable, and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use reasonable and customary efforts to keep each Required Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Required Registration Statement have been sold by the Holders; (ii) the date that all Registrable Securities covered by such Required Registration Statement may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent; (iii) the date such Registrable Securities have ceased to be outstanding; or (iv) the date such Registrable Securities are sold in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 8(k) (such time period, the “Effectiveness Period”). The Company shall request effectiveness of a Required Registration Statement as of 4:00 p.m., Philadelphia time, on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date, unless already available on the Commission’s ▇▇▇▇▇ site or successor system. The Company shall file a final Prospectus for a Required Registration Statement with the Commission, as required by Rule 424(b) as promptly as reasonably practicable following the Effective Date. (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, or (iii) after its Effective Date, (A) such Registration Statement ceases to be effective for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective, or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than during an Allowable Grace Period), (iv) a Grace Period applicable to a Required Registration Statement exceeds the length of an Allowable Grace Period, or (v) after the Filing Deadline, and only in the event a Registration Statement is not effective or available to sell all Registrable Securities, the Holders are unable to sell Registrable Securities without restriction under Rule 144, (any such failure or breach in clauses (i) through (v) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), (iii) or (v), the date on which such Event occurs, or for purposes of clause (iv) the date on which such Allowable Grace Period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on the first such Event Date, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to 3.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable (i) if as of the relevant Event Date, the Registrable Securities may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, (ii) to a Holder causing an Event that relates to or is caused by any action or inaction taken by such Holder, (iii) to a Holder in the event it is unable to lawfully sell any of its Registrable Securities (including, without limitation, in the event a Grace Period exceeds the length of an Allowable Grace Period) because of possession of material non-public information or (iv) with respect to any period after the expiration of the Effectiveness Period (it being understood that this clause shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Effectiveness Period). If the Company fails to pay any Liquidated Damages pursuant to this Section (c) in full within ten (10) Business Days after the date payable, the Company will pay interest on the amount of Liquidated Damages then owing to the Holder at a rate of 0.5% per month on an annualized basis (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. With respect to a Holder, the Effectiveness Deadline for a Required Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of such Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Registration Rights Purchaser).

Appears in 2 contracts

Sources: Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc)

Mandatory Registration. (i) Following the ~~Closing~~ date on which any or Notes are issued pursuant to the Purchase Agreement (each, an “Issuance Date”), the Company shall prepare, ~~and,~~ and file with the SEC on or prior to the applicable Filing ~~Deadline, file with the SEC~~ Deadline a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities issued on the applicable Issuance Date, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable ~~upon exercise~~ conversion of the Notes or otherwise pursuant to the ~~Warrants or the Warrant Shares~~ Notes to prevent dilution resulting from changes in stock prices, stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock ~~initially~~ included in such Registration Statement shall be no less than the aggregate number of ~~Warrant Shares~~ shares that are then issuable upon ~~exercise~~ conversion of or the Notes, and/or otherwise pursuant to the ~~Warrants~~Notes issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the Investors’ ability to ~~exercise~~ convert the ~~Warrants~~Notes. ~~Each~~ The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included ~~in, or for any other reason any Registrable Securities are not then included in, such~~ in the Registration Statement filed pursuant to Section 2(a)(i) above (the “Limited Registration Statement”), ~~then~~ the Company ~~shall prepare~~will first include in such Limited Registration Statement the maximum amount of Note Shares that are permitted to be so included, with each Investor having the right to sell an amount of Note Shares under such Limited Registration Statement on a pro rata basis amongst the holders of the Notes based on the number of shares of Common Stock issuable upon conversion of the outstanding Notes, and, as soon as ~~practicable but~~ additional shares can be included in ~~no event later than~~ the ~~Additional Filing Deadline~~Limited Registration Statement or any other Registration Statement, ~~file~~ the Company will include such additional number of Note Shares as are permitted to be included by the SEC, with each Investor having the right to sell an amount of Note Shares under such Limited Registration Statement or any other Registration Statement on a pro rata basis amongst the holders of the Notes based on the number of shares of Common Stock issuable upon conversion of the outstanding Notes. The Company shall continue to register all then unregistered Registrable Securities thereafter as permitted by the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415as expeditiously as possible.

Appears in 2 contracts

Sources: Convertible Note Purchase and Credit Facility Agreement (Aehr Test Systems), Registration Rights Agreement (Aehr Test Systems)

Mandatory Registration. (a) At any time from and after the earliest of (i) ~~Following~~ one hundred eighty (180) days after the Closing ~~Date~~Date (as defined in the Merger Agreement); (ii) the first date upon which the Company is eligible to register securities for reoffer and resale using a Registration Statement on Form S-3; and (iii) the date upon which the H▇▇▇▇ Employment Agreement (as defined in the Merger Agreement) is terminated by the Company without “Cause” or by D▇▇▇▇▇ ▇. ▇▇▇▇▇ for “Good Reason” (as those terms are defined in the H▇▇▇▇ Employment Agreement), and for so long as the Shareholders or their respective transferees own beneficially or of record any Registrable Securities, the Company ~~shall prepare~~shall, ~~and~~upon the written request (hereinafter a “notice”) of a holder or holders of a majority of the then outstanding Registrable Securities, ~~on or prior~~ and subject to the ~~applicable Filing Deadline~~covenants, terms and conditions of Section 2(b) below, prepare and file ~~with the SEC~~ a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form ~~S-3 (or~~S-1 or Form S-3, ~~if Form S-3 is not then available~~as the case may be, on under the Securities Act, pursuant to Rule 415 under the Securities Act, covering the resale from time to time, of all of the shares of Registrable Securities held by such ~~form of~~ requesting holder or holders and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as ~~is then available to effect~~ soon as practicable thereafter; provided, further, that in the event that additional Registrable Securities are issued after the Closing Date (as defined in the Merger Agreement), the Company shall, upon the written request of a ~~Registration~~ holder of ~~the~~ Registrable Securities, subject to the ~~consent~~ covenants, terms and conditions of Section 2(b) below, prepare and file with the ~~Investors~~Commission such additional Registration Statements as may be necessary to cover the resale from time to time of any such additional Registrable Securities; provided, ~~which consent~~ further, that the Company may, by notice to the requesting holder or holders, as the case may be, delay such requested registrations for the Maximum Delay Period if and for so long as the Delay Conditions exist. The Registration Statement shall contain the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall not be ~~unreasonably withheld~~obligated pursuant to this Section 2 to effectuate more than one (1) ~~covering~~ registration for the benefit of the holders of Registrable Securities, except as provided for in this Section 2(a) with respect to additional Registrable Securities issued after the Closing Date (as defined in the Merger Agreement). In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall register the resale of the Registrable ~~Securities, which~~ Securities on another such other available form of Registration ~~Statement,~~ Statement reasonably acceptable to the ~~extent allowable~~ requesting holder or holders. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 1.2: (i) within one hundred eighty (180) days after the effective date of a Registration Statement filed by the Company covering a primary underwritten public offering of securities of the Company under the Securities Act with an aggregate offering price (before underwriting commissions and expenses) of at least Ten Million Dollars ($10,000,000); provided that such offering was made in accordance with Section 6(a) below, or (ii) during the ~~rules~~ period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ~~regulations promulgated thereunder~~ ending on the date one hundred (~~including~~ 180) days immediately following the effective date of any Registration Statement pertaining to securities of the Company (other than a registration of securities in a Rule ~~416~~145 transaction or with respect to an employee benefit plan), ~~shall state~~ provided that the Company is actively employing in good faith all reasonable best efforts to cause such Registration Statement ~~also covers~~ to become effective and that the Company’s estimate of the date of filing such ~~indeterminate number~~ Registration Statement is made in good faith. (b) Immediately following receipt of ~~additional shares of Common Stock as may become issuable upon exercise of or otherwise~~ any notice pursuant to Section 2(a), the ~~Warrants~~ Company shall promptly notify all holders of Registrable Securities from whom such notice has not been received and, as soon thereafter as practicable, shall file a Registration Statement with the Commission and use all reasonable best efforts to have such Registration Statement declared effective under the Securities Act as soon as practicable, so as to permit the public sale in accordance with the method of disposition specified in such notice from requesting holders (such method of disposition shall be as requested by such holder or holders of a majority of Registrable Securities included in such notices received by the ~~Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The~~ Company) of the number of shares of ~~Common Stock initially included~~ Registrable Securities specified in such ~~Registration Statement~~ notice (and in all notices received by the Company from other holders within twenty (20) days after the giving of such notice by the Company). If such method of disposition shall be ~~no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants~~an underwritten public offering, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the ~~approval~~covenants, terms and conditions of Section 6 below, the Company shall designate the managing underwriter of such offering, following consultation and subject to the approval of the holders of Registrable Securities from whom notice has been received, which approval shall not be unreasonably withheld or delayed. All holders of Registrable Securities providing notice to the Company pursuant to the foregoing, ofmust participate in such underwriting. The Company’s registration obligation hereunder shall be deemed satisfied only when a Registration Statement(s) covering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall use all reasonable best efforts: (i) to keep the Registration Statement continuously effective in order to permit the Prospectus to be usable by holders for resales of Registrable Securities until the earlier of (A) the ~~Investors~~ sale under the Registration Statement of all the Registrable Securities registered thereunder and ~~their counsel prior~~ (B) all of the securities ceasing to ~~its filing or other submission.~~be Restricted Securities (such period being referred to herein as the “Effectiveness Period”); and (ii) ~~If for~~ after the Effective Time and during the Effectiveness Period, promptly upon the request of any ~~reason, despite the Company’s use~~ holder of ~~its best efforts to include all of the~~ Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Prospectus for resales of Registrable Securities, including without limitation any action necessary to identify such holder as a selling securityholder in the Registration ~~Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)~~Statement; provided, ~~the SEC does not permit all~~ however, that nothing in this subparagraph shall relieve such holder of the ~~Registrable Securities~~ obligation to ~~be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ return a completed and signed Notice and Questionnaire to the Company ~~shall prepare, and, as soon as practicable but~~ in ~~no event later than the Additional Filing Deadline, file~~ accordance with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Section 3(a) hereof.

Appears in 2 contracts

Sources: Merger Agreement (Spectrum Sciences & Software Holdings Corp), Registration Rights Agreement (Spectrum Sciences & Software Holdings Corp)

Mandatory Registration. (i) Following the ~~Closing~~ date on which any Converted Shares are issued pursuant to the Certificate or the SPA (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyer, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities,~~ Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the ~~Warrants~~ SPA or the ~~Warrant Shares~~ Certificate to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of ~~Warrant~~ Converted Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants~~conversion of the Preferred Shares issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Buyer’s ability to ~~exercise~~ convert the ~~Warrants~~Preferred Shares into Common Stock, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the ~~Investors~~ Buyer and ~~their~~ its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included ~~in, such~~ in a Registration ~~Statement~~Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 2 contracts

Sources: Registration Rights Agreement (Polomar Health Services, Inc.), Registration Rights Agreement (Polomar Health Services, Inc.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, prepare and, as ~~soon~~ promptly as practicable but in no event later than the ~~Additional~~ Filing ~~Deadline~~Date, file with the ~~SEC an additional~~ Commission a Registration Statement covering the resale of all of the Registrable Securities ~~not already covered by an existing and effective Registration Statement for an~~ in a resale offering to be made on a continuous ~~basis~~ basis. The Registration Statement shall contain (except if otherwise directed by the Holders or required in order to address written comments to the Registration Statement received from the Commission upon review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached as Annex A hereto, as the same may be amended in accordance with the provisions of this Agreement; provided, however, that no Holder shall be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously effective under the 1933 Act until the earliest to occur of the date on which (i) each Holder may sell all Registrable Securities then held by it pursuant to the provisions of Rule 144 without volume or manner-of-sale restrictions pursuant to Rule ~~415~~144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and any legend restricting further transfer with regard to such Registrable Securities has been removed, (ii) all Registrable Securities covered by such Registration Statement have been sold by the Holders, (iii) all Registrable Shares have ceased to be outstanding, (iv) all Registrable Securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, or (v) with respect to a Holder, when such Holder ceases to hold Registrable Securities and, with respect to all Holders in the event that the Holders, in the aggregate, beneficially own less than two percent (2%) of the outstanding shares of Common Stock (the “Effectiveness Period”).

Appears in 2 contracts

Sources: Registration Rights Agreement (Quotient LTD), Purchase Agreement (Quotient LTD)

Mandatory Registration. If at any time the Required Holders (ias defined below) ~~Following~~ request that the ~~Closing Date~~Company file a Registration Statement having an aggregate offering price to the public of not less than Five Million Dollars ($5,000,000), the Company shall ~~prepare,~~ use its best efforts to prepare and, ~~on or prior to the applicable Filing Deadline~~as soon as practicable, file with the ~~SEC~~ Commission a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 ~~(or, if Form S-3 is not then available, on such form~~ covering the resale of ~~Registration Statement as is then available to effect a Registration~~ all of the Registrable Securities; provided however, the Company shall not be required to effect the foregoing registration prior to the second anniversary of the Closing (as defined in the Securities Purchase Agreement). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the ~~consent~~ provisions of Section 2(d) of this Agreement. The Registration Statement prepared pursuant hereto shall register the Registrable Securities for resale, including at least 130% of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock ~~initially included~~ issuable upon conversion of the Series AA Preferred by such Investors from time to time in accordance with the methods of distribution elected by such Investors. The Registration Statement shall ~~be no less than~~ contain (except if otherwise directed by the ~~aggregate number~~ holders of ~~Warrant Shares that are then issuable upon exercise~~ at least a majority of ~~or otherwise pursuant to~~ the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, ofRegistrable Securities) the ~~Investors~~ “Selling Securityholders” and ~~their counsel prior to its filing or other submission. (ii) If for any reason, despite~~ “Plan of Distribution” sections in substantially the ~~Company’s~~ form attached hereto as Exhibit A. The Company shall use of its best efforts to ~~include all~~ have the Registration Statement declared effective by the Commission as soon as practicable, but not later than 90 calendar days after such Investors’ request (the “Effectiveness Deadline”). The Company shall not be obligated to file a Registration Statement on Form S-1 (or, regardless of the value of the Registrable Securities in covered thereby, on any other Form promulgated under the ▇▇▇▇ ▇▇▇) and cause it to become effective prior to the second anniversary of the date hereof nor more than twice under this Section 2(a). There shall be no limit to the number of Registration ~~Statement~~ Statements on Form S-3 required to be filed ~~pursuant~~ and to become effective under this Section ~~2 (a)(i) above (and subject to Section 3(q) below~~2(a), ; provided that the ~~SEC does not permit all~~ value of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by ~~an existing and effective Registration~~ each such registration Statement ~~for an offering to be made on a continuous basis pursuant to Rule 415~~is not less than $500,000.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Act Teleconferencing Inc), Investor Rights Agreement (Act Teleconferencing Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ file with the ~~SEC~~ United States Securities and Exchange Commission ("SEC"), on the date which is on or before forty-five (45) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities~~, subject to the consent of the Investors, which consent shall not be unreasonably withheld~~) covering the resale of the ~~Registrable Securities~~Warrant Shares and any Additional Investment Right Warrant Shares issued upon exercise of the Additional Investment Rights, which Registration Statement, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder ~~(including Rule 416),~~ shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions (the "INITIAL REGISTRATION STATEMENT"). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to ~~(and shall be subject to~~ the ~~approval, which shall not be unreasonably withheld or delayed, of) the~~ Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission~~. (ii)~~ . If for any ~~reason~~reason (including, ~~despite~~ but not limited to, a determination by the ~~Company’s use~~ staff of ~~its best efforts to~~ the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company shall use its reasonable efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as to the Initial Registration Statement filed pursuant to this Section ~~2 (a)(i) above (and subject to Section 3(q) below~~2(a), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the ~~Additional~~ one hundred and twentieth (120th) calendar day after the Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the 60th day after the Uncovered Shares Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Bam Entertainment Inc), Warrant Shares Registration Rights Agreement (Bam Entertainment Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the ~~SEC~~ SEC, no later than forty-five (45) days following the initial Closing Date under the Stock Purchase Agreement, and the issuance of the Additional Warrants, if issued, either a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors (oror such lesser number as may be required by the SEC, if but in no event less than the number of shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Form ~~S-3 is not then available~~S-3, ~~on such form of~~ or an amendment to any pending Company Registration Statement ~~as is then available to effect a~~ on Form S-3, and such Registration ~~of the Registrable Securities~~Statement or amended Registration Statement shall state that, ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable~~ in accordance with Rule 416 and 457 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state that such Registration Statement~~ it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon ~~exercise~~ conversion of ~~or otherwise pursuant to~~ the Preferred Stock and the Exercise of the Warrants resulting from adjustment in the Conversion Price, or ~~the Warrant Shares~~ to prevent dilution resulting from stock splits, or stock dividends~~, stock issuances or similar transactions~~). ~~The~~ If at any time the number of shares of Common Stock ~~initially included in such Registration Statement shall~~ into which the Preferred Stock may be ~~no less than~~ converted or the Warrants or Additional Warrants, if issued, are exercisable, exceeds the aggregate number of ~~Warrant Shares that are~~ shares of Common Stock then ~~issuable upon exercise~~ registered, the Company shall, within fifteen (15) business days after receipt of ~~or otherwise pursuant to the Warrants~~a written notice from any Investor, ~~without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement~~ either (~~and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof~~i) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to ~~Section 2 (a)(i) above (and subject to Section 3(q) below)~~the preceding sentence, if such Registration Statement has not been declared effective by the SEC ~~does not permit~~ at that time, to register all shares of Common Stock into which the ~~Registrable Securities to~~ Preferred Stock may be ~~included in~~converted, or ~~for any other reason any Registrable Securities~~ the Warrants or Additional Warrants if issued are ~~not then included in~~exercisable, or (ii) if such Registration ~~Statement, then~~ Statement has been declared effective by the ~~Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline~~SEC at that time, file with the SEC an additional Registration Statement ~~covering~~ on Form S-3 to register the shares of Common Stock into which the preferred Stock may be converted, or the Warrants or Additional Warrants, if issued, are exercisable, that exceed the aggregate number of shares of Common Stock already registered. If the state of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, in the view of ~~all Registrable Securities not already covered by~~ the staff, such registration would constitute a primary offering the Company, then the Company shall have an ~~existing and effective Registration Statement for an offering~~ additional sixty (60) days in which to ~~be made on a continuous basis pursuant~~ amend such registration statement to ~~Rule 415~~another available form.

Appears in 2 contracts

Sources: Registration Rights Agreement (Dynagen Inc), Stock Purchase Agreement (Dynagen Inc)

Mandatory Registration. ~~(i)~~ Following the ~~Closing~~ date Warrants are issued pursuant to the Facility Agreement (the “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyer, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities issued on the applicable Issuance Date, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants~~Warrants issued on the Issuance Date (as defined herein), without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Buyer’s ability to exercise the Warrants, respectively. ~~Each~~ The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants issued on the Issuance Date and shall be amended if not sufficient. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the approval, which shall not be unreasonably ~~withheld or delayed~~withheld, of) the ~~Investors~~ Buyer and ~~their~~ its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 2 contracts

Sources: Registration Rights Agreement (Array Biopharma Inc), Registration Rights Agreement (Array Biopharma Inc)

Mandatory Registration. (i) Following the ~~Closing Date~~date of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities, subject to the consent of the ~~Investors,~~ Investors (which consent shall not be unreasonably withheld) )), covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to or in respect of the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 16,000,000, subject to adjustment for any Stock Event (as defined in the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant~~ Warrants) occurring prior to the ~~Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each~~ effective date of such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionStatement. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in ~~the~~ any Registration Statement filed pursuant to Section ~~2 (a)(i~~2(a)(i) ~~above~~ (and subject to Section ~~3(q~~3(p) below), the SEC does not permit all ~~of the~~ such Registrable Securities to be included inin such Registration Statement, or for any other reason any such Registrable Securities are not then included ~~in, such~~ in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement. No Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to, and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of each Investor and its Legal Counsel (as defined below) prior to its filing or other submission. (iv) At any time after the effective date of the applicable Registration Statement, the Company may suspend the use of any prospectus forming a part of such Registration Statement if the Company determines that it would otherwise be required to disclose material non-public information concerning the Company, the disclosure of which (i) is not otherwise required and which the Company has a bona fide business purpose for preserving in confidence and (ii) at the time is not, in the good faith opinion of the Company and its counsel, in the best interests of the Company (the period of such suspension, a “Grace Period”); provided, that the Company shall (i) promptly notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period (provided that in each notice the Company shall not disclose the content of such material non-public information to any Investor unless otherwise requested in writing by such Investor) and the date on which the Grace Period will begin, and (ii) as soon as such date may be determined, promptly notify the Investors in writing of the date on which the Grace Period ends; and, provided, further, that (A) no Grace Period shall exceed forty-five (45) consecutive days, (B) during any three hundred sixty-five (365) day period, such Grace Periods shall not exceed an aggregate of seventy-five (75) days, and (C) the first day of any Grace Period must be at least ten (10) Trading Days after the last day of any prior Grace Period (each Grace Period that satisfies all of the requirements of this Section 2(a)(iv) being referred to as an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(e) hereof shall not be applicable during the period of any Allowable Grace Period and the unavailability of a Registration Statement for resales of the Registrable Securities on any day during an Allowable Grace Period shall not constitute a “Registration Failure.” Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(e) with respect to the information giving rise thereto unless such material non-public information is no longer applicable. If the Company notifies the Investors in accordance with this Section 2(a)(iv) to suspend the use of any prospectus forming a part of a Registration Statement filed hereunder during an Allowable Grace Period, then the Investors shall suspend use of such prospectus until the end of such Allowable Grace Period.

Appears in 2 contracts

Sources: Registration Rights Agreement (NanoString Technologies Inc), Registration Rights Agreement (NanoString Technologies Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, ~~and~~and not later than January 29, ~~on or prior to the applicable Filing Deadline~~1999, file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 ~~(or, if Form S-3 is not then available~~which, on ~~such form~~ the date of ~~Registration Statement as is then available to effect a Registration of~~ filing with the ~~Registrable Securities~~SEC, ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering~~ covers the resale by the Initial Investor or its assignees of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock ~~initially~~ at least equal to the Initial Registration Amount. If (i) at any time the number of shares of Common Stock included in ~~such~~ the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be no less than the ~~aggregate number of Warrant~~ then applicable Registration Amount or (ii) the Second Tranche Shares ~~that are then~~ and the Aura Repricing Shares issuable upon exercise of ~~or otherwise pursuant~~ the Second Tranche Repricing Rights are not permitted to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities included in the initial Registration Statement filed pursuant to this Section ~~2 (a)(i) above (and subject to Section 3(q) below~~2(a), ~~the SEC does not permit all of the Registrable Securities to be included in~~then promptly, ~~or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable~~ but in no event later than 20 days after such insufficiency shall occur, the ~~Additional Filing Deadline,~~ Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock at least equal to the ~~resale~~ difference between the Registration Amount and the number of shares previously registered. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). No securities other than the Registrable Securities ~~not already covered by an existing~~ and ~~effective~~ the securities registrable pursuant to the Other Registration Rights Agreements may be included in any Registration Statement ~~for an offering to be made on a continuous basis~~ filed pursuant to ~~Rule 415~~this Agreement.

Appears in 2 contracts

Sources: Amendment Agreement (Aura Systems Inc), Amendment Agreement (Newcom Inc)

Mandatory Registration. (i) Following the ~~Closing Date~~date hereof, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities~~, subject to the consent of the Investors, which consent shall not be unreasonably withheld~~) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable ~~upon exercise of or otherwise pursuant~~ with respect to the ~~Warrants or the Warrant Shares~~ Registrable Securities included in such Registration Statement to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of ~~Warrant~~ Conversion Shares that are then issuable upon ~~exercise~~ conversion of ~~or otherwise~~ the shares of Preferred Stock then outstanding pursuant to the ~~Warrants~~Certificate of Designation, without regard to any limitations on conversion or issuance set forth in the ~~Investors’ ability to exercise the Warrants~~Certificate of Designation. ~~Each~~ Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section ~~2 (a)(i~~2(a)(i) ~~above (~~above, and ~~subject to~~ its compliance with the terms of Section ~~3(q~~3(r) ~~below)~~hereof, the ~~SEC does~~ Company is not ~~permit~~ permitted (including, without limitation, by the SEC) to include all of the Registrable Securities ~~to be included~~ in, or for any other reason any Registrable Securities are not then included in, such Registration ~~Statement~~Statement or any additional Registration Statement filed pursuant to the provisions set forth below in this Section 2(a)(ii), then the Company shall ~~prepare~~reduce the number of Registrable Securities included in such Registration Statement filed pursuant to Section 2(a)(i) above or in any such additional Registration Statement filed pursuant to this Section 2(a)(ii), ~~and~~as the case may be, on behalf of the Investors in whole or in part (in case of an exclusion as to a portion of such Registrable Securities that the Company is not permitted to include in such Registration Statement or such additional Registration Statement, as the case may be, such portion shall be allocated pro rata among such Investors in proportion to the respective numbers of such Registrable Securities that otherwise would be registered by or on behalf of each such Investor over the total amount of such Registrable Securities that otherwise would be registered by or on behalf of all Investors). Any Registrable Securities that are not included in the Registration Statement filed pursuant to Section 2(a)(i) above or any additional Registration Statement filed pursuant to the provisions set forth below in this Section 2(a)(ii), as the case may be, in accordance with the foregoing provisions of this Section 2(a)(ii) are referred to in this Agreement as the “Excluded Securities.” In the event that there are Excluded Securities in connection with the Registration Statement filed pursuant to Section 2(a)(i) above or any additional Registration Statement filed pursuant to the provisions set forth below in this Section 2(a)(ii), as the case may be, then (A) the Company shall give the Investors prompt notice of the number of Excluded Securities, and (B) as soon as the Company first knows that any Excluded Securities are now permitted (including, without limitation, by the SEC) and/or otherwise able to be included in an additional Registration Statement filed pursuant to this Section 2(a)(ii), the Company shall prepare and file with the SEC, as soon as practicable but in no event later than the applicable Additional Filing Deadline, ~~file with the SEC an~~ such additional Registration Statement covering the resale of ~~all Registrable~~ such Excluded Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Such additional Registration Statement shall be on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of such Excluded Securities). It is agreed and understood that the Company shall, from time to time, be obligated pursuant to, and in accordance with, this Section 2(a)(ii) to file one or more additional Registration Statements to register any Excluded Securities that are not registered for resale pursuant to a pre-existing Registration Statement filed pursuant to this Agreement. (iii) The Company shall not, without the consent of the Requisite Investors, include in any Registration Statement filed pursuant to this Section 2(a) or Section 3(b) any securities other than Registrable Securities.

Appears in 2 contracts

Sources: Registration Rights Agreement (Proteon Therapeutics Inc), Registration Rights Agreement (Proteon Therapeutics Inc)

Mandatory Registration. (ia) ~~Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the SEC a ~~Registration Statement (the “Mandatory Registration Statement”)~~ registration statement on Form S-3 ~~(or, if~~ or Form ~~S-3 is not then available, on such form of Registration Statement as is then available~~ F-3 pursuant to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable Rule 415 promulgated under the Securities Act (or any successor rule, “Rule 415”) so as to permit the resale of such Registrable Securities by the Holders, and shall use its commercially reasonable efforts to (a) cause such registration statement to be declared effective within the ~~rules~~ date that is six (6) months following the date hereof and ~~regulations promulgated thereunder~~ (~~including Rule 416), shall state~~ b) cause such registration statement to remain effective and to be supplemented and amended to the extent necessary to ensure that such ~~Registration Statement also covers such indeterminate number~~ registration statement is available or, if not available, that another registration statement is available, for the resale of ~~additional shares~~ all the Registrable Securities held by the Holders at all times until the earlier of ~~Common Stock as may become issuable upon exercise of or otherwise~~ (i) the date on which the Holders shall have sold, either publicly pursuant to ~~the Warrants~~ such registration statement or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to Rule 144, all the ~~Warrants,~~ Registrable Securities or (ii) the date on which the Holders can sell all of its Registrable Securities under Rule 144 without ~~regard~~ restriction as to volume or manner of sale during any three-month period. A registration statement filed pursuant to this Section 2.1 shall provide for the resale pursuant to any ~~limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment~~ method or ~~supplement thereto~~combination of methods legally available to, and ~~each request for acceleration~~ requested by, the Holders. As soon as practicable following the effective date of a registration statement filed pursuant to this Section 2.1, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness ~~thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission~~of such registration statement. (iib) If ~~for~~ the Holders of at least 50.0% of the then outstanding number of Registrable Securities held by the Holders (the “Underwritten Demand Holders”) elect to distribute the Registrable Securities by means of an underwriting and reasonably expect aggregate gross proceeds in excess of $25,000,000 (the “Holders’ Minimum Amount”) from such underwritten offering, they shall so advise the Company promptly and the Company shall enter into an underwriting agreement in a form as is customary in underwritten offerings of securities by the Company with the underwriters selected by the Underwritten Demand Holders and reasonably satisfactory to the Company and shall take all such other reasonable actions as are requested by the managing underwriter or underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than two (2) underwritten offerings pursuant to this Section 2.1. In connection with any ~~reason~~underwritten offering contemplated in this Section 2.1, ~~despite~~ the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company; provided, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution, the accuracy of information provided by a Holder specifically for use ~~of its best efforts to include all~~ in such registration statement or prospectus, and any other representation required by law. The Holders shall determine the pricing of the Registrable Securities ~~in the Registration Statement filed~~ offered pursuant to ~~Section 2~~ the registration statement, applicable underwriting discount and other financial terms (~~a)(i) above (and subject to Section 3(q) below),~~ including the ~~SEC does not permit all~~ material terms of the ~~Registrable Securities to be included in, or for~~ applicable underwriting agreement) and determine the timing of any such registration and sale. Notwithstanding any other ~~reason any~~ provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable ~~Securities are not then included in, such Registration Statement~~Securities), then the Company shall ~~prepare~~so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, ~~and~~and the number of shares of Holders of Registrable Securities that may be included in the underwriting shall be allocated: (i) first, ~~as soon as practicable but in no event later than the Additional Filing Deadline~~to Registrable Securities, ~~file~~ together with the ~~SEC an additional Registration Statement covering~~ holders of any other securities of the ~~resale~~ Company entitled to inclusion in such registration, that are requested to be included in such registration, pro rata on the basis of ~~all~~ the relative number of Registrable Securities ~~not already covered~~ owned at such time by ~~an existing~~ each Holder seeking to participate in the registration; and ~~effective Registration Statement for an offering~~ (ii) second, after all such securities requested to be ~~made on a continuous basis pursuant~~ included in clause (i) are included, the shares of the Company that can be sold without having the adverse effect referred to ~~Rule 415~~above. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

Appears in 2 contracts

Sources: Shelf Registration Rights Agreement (Despegar.com, Corp.), Investment Agreement (Despegar.com, Corp.)

Mandatory Registration. (i) Following the ~~Closing~~ Agreement Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) ), covering the resale of all of the Registrable ~~Securities~~Securities that are not at that time covered by the Existing Registration Statement (as then in effect and available for resale of the Registrable Securities covered thereby), which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 2 contracts

Sources: Registration Rights Agreement (Endologix Inc /De/), Facility Agreement (Endologix Inc /De/)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the ~~applicable Filing Deadline~~date which is twenty-one (21) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a ~~Registration Statement (the “Mandatory Registration Statement”)~~ registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of ~~Registration Statement~~ registration statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which ~~Registration Statement~~registration statement, to the extent allowable under the ~~Securities~~ 1933 Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall state that such ~~Registration Statement~~ registration statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in ~~such~~ the Registration Statement shall be no less than two (2) times the ~~aggregate~~ number of Conversion Shares, plus the number of Warrant ~~Shares~~ Shares, that are then issuable upon conversion of the Preferred Stock and the exercise of ~~or otherwise pursuant to~~ the Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Preferred Stock or exercise the Warrants~~. Each Registration Statement (and each amendment or supplement thereto~~; provided, ~~and each request for acceleration~~ however, that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement ~~filed pursuant~~ shall not exceed 2,153,344. The Company acknowledges that the number of shares to ~~Section 2 (a)(i) above (and subject to Section 3(q) below),~~ be initially included in the ~~SEC does not permit all~~ Registration Statement will represent a good faith estimate of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ maximum number of shares issuable upon conversion of the ~~Company shall prepare, and, as soon as practicable but in no event later than~~ Preferred Stock and exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Saba Petroleum Co), Registration Rights Agreement (Saba Petroleum Co)

Mandatory Registration. (i1) ~~Following the Closing Date, the~~ The Company shall prepare, ~~and,~~ and on or prior to the ~~applicable Filing Deadline~~date which is 30 days after the Closing Date, file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 ~~(or, if Form S-3 is not then available~~which, on ~~such form~~ the date of ~~Registration Statement as is then available to effect a Registration of~~ filing with the ~~Registrable Securities~~SEC, ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering~~ covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock ~~initially included~~ at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in ~~such Registration Statement shall be no less than~~ full at the ~~aggregate~~ Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date PLUS (y) the number of Warrant Shares ~~that are then~~ (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of ~~or otherwise pursuant to~~ the unexercised portion of the Warrants, ~~without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto~~then promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the ~~Additional Filing Deadline,~~ Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement. (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of ~~all~~ any of Registrable ~~Securities~~ Securities, the Company shall not ~~already covered by an existing and effective Registration Statement for an offering to be made~~ file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement on ~~a continuous basis pursuant to Rule 415~~Form S-4 or Form S-8.

Appears in 2 contracts

Sources: Registration Rights Agreement (Titan Motorcycle Co of America Inc), Registration Rights Agreement (Titan Motorcycle Co of America Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or ---------------------- prior to forty-five (45) days from the ~~applicable~~ date of Closing (as defined in the Securities Purchase Agreement) (the "Filing ~~Deadline~~Date"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon ~~exercise~~ conversion of or otherwise pursuant to the Debentures and exercise of the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the ~~aggregate~~ sum of (i) the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time) plus (ii) the number of Warrant Shares that are then issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants and the Additional Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement ~~filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all~~ represents a good faith estimate of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ maximum number of shares issuable upon conversion of the ~~Company shall prepare, and, as soon as practicable but in no event later than~~ Debentures and the Additional ~~Filing Deadline, file with~~ Warrants and upon exercise of the ~~SEC an additional Registration Statement covering~~ Warrants and the ~~resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415~~Additional Warrants.

Appears in 2 contracts

Sources: Registration Rights Agreement (E Resources Inc), Registration Rights Agreement (Airtech International Group Inc)

Mandatory Registration. (ia) ~~Following~~ Promptly, but no later than thirty days after, the Closing ~~Date~~Date (the “Filing Deadline”), the Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the SEC a one Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then ~~available~~available to the Company, then on (i) Form S-1 or (ii) such other form of ~~Registration Statement~~ registration statement as is then available to effect a ~~Registration~~ registration for resale of the Registrable Securities, ~~subject~~ subject, in the case of clause (ii) above, to the ~~consent of the~~ Majority Common Investors’ prior written consent), ~~which consent shall not be unreasonably withheld)~~ covering the resale of the Registrable ~~Securities, which~~ Securities in an amount at least equal to the Warrant Shares (the “Initial Registration Statement”). The Initial Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder (including Rule 416), ~~shall state that such Registration Statement also covers~~ such indeterminate number of additional shares of Common Stock ~~as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution~~ resulting from stock splits, stock dividends, ~~stock issuances~~ similar transactions or ~~similar transactions~~other adjustments provided for in the Warrant with respect to the Registrable Securities. The ~~number of~~ Initial Registration Statement shall not include any shares of Common Stock ~~initially included in such Registration Statement shall be no less than~~ or other securities for the ~~aggregate number~~ account of ~~Warrant Shares that are then issuable upon exercise~~ any other holder without the prior written consent of ~~or otherwise pursuant to~~ the ~~Warrants, without regard to any limitations on the~~ Majority Common Investors~~’ ability to exercise the Warrants~~. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided ~~to (and shall be subject~~ in accordance with Section 2.4(a)(iii) to the ~~approval, which shall not be unreasonably withheld or delayed, of) the~~ Common Investors and their counsel prior to its filing or other submission. (b) At such time as additional shares of Common Stock (“Additional Shares”) become issuable upon the exercise of the Warrant (whether due to an adjustment under the Warrant or otherwise), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend any Registration Statement filed pursuant to Section 2.1(a), if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) If such other form of registration statement as is then available to effect a registration for resale of such Additional Shares, subject, in the case of clause (ii) above, to the Majority Common Investors’ prior written consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. Such Registration Statement shall not include any ~~reason~~shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Majority Common Investors. (c) Notwithstanding the registration obligations set forth in this Section 2.1, ~~despite~~ in the ~~Company’s~~ event that the SEC informs the Company that all of the Registrable Securities may not, as a result of the application of Rule 415 or any other applicable securities law, rule or regulation, be registered for resale as a secondary offering on a single registration statement, the Company agrees to (i) promptly inform each of the Common Investors thereof, and (ii) use ~~of its~~ all best efforts to ~~include~~ promptly file amendments to the Initial Registration Statement as required by the Commission and/or (iii) promptly withdraw the Initial Registration Statement and promptly file a new registration statement (a “New Registration Statement”), in either case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use all reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including the Manual of Publicly Available Telephone Interpretations D.29. In the event that the Company amends the Initial Registration Statement ~~filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in,~~ or ~~for any other reason any Registrable Securities are not then included in, such~~ files a New Registration Statement, ~~then~~ as the case may be, under clauses (ii) or (iii) above, the Company ~~shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline,~~ will use all reasonable best efforts to file with the SEC, as promptly as allowed by the SEC ~~an additional~~ or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement ~~covering~~ (the ~~resale of all Registrable Securities not already covered by an existing and effective~~ “Remainder Registration ~~Statement for an offering to be made on a continuous basis pursuant to Rule 415~~Statements”).

Appears in 2 contracts

Sources: Investor Rights Agreement (Wabash National Corp /De), Securities Purchase Agreement (Wabash National Corp /De)

Mandatory Registration. (i) Following the ~~Closing~~ Shareholder Approval Date, the Company shall prepare, and, on or prior to the ~~applicable~~ Filing ~~Deadline~~Deadline (as defined above), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form ~~S-3~~ F-3 (or, if Form ~~S-3~~ F-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyer, which consent ~~shall~~ will not be unreasonably ~~withheld~~withheld or delayed) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional ~~shares of Common Stock~~ Ordinary Shares represented by ADSs as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of ~~shares of Common Stock~~ Ordinary Shares represented by ADSs initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants,~~ Warrants without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Buyer’s ability to exercise the Warrants. ~~Each~~ Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ reasonable approval of) the ~~Investors~~ Buyer and ~~their~~ its counsel prior to its filing or ~~other~~ submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included ~~in, such~~ in a Registration ~~Statement~~Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 2 contracts

Sources: Registration Rights Agreement (Flamel Technologies Sa), Registration Rights Agreement (Flynn James E)

Mandatory Registration. (a) The Company shall use commercially reasonable efforts to (i) ~~Following the Closing Date, the Company shall~~ prepare, and, (ii) on or prior to the ~~applicable Filing Deadline~~date that is three hundred (300) calendar days after the Effective Date, file with the SEC a Registration Statement on Form S-1 (the “Mandatory ~~Registration Statement~~Registration”~~) on Form S-3 (or~~); provided, ~~if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities~~that, subject to the ~~consent~~ limitations set forth in Section 2(b), a portion of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in covered by such Registration Statement may cover the resale of Registrable Securities; provided, further, that the Company shall not be required to file such Registration Statement if (A) the conditions to the Required Merger Transactions (other than the effectiveness of the Registration Statement) have not been fulfilled; or (B) the board of directors of the Company determines, in the good faith exercise of its business judgment, that market conditions are not conducive to meeting the Company’s valuation expectations. (b) Prior to the commencement of the road show related to the Mandatory Registration, the Company shall provide each Investor with written notice (the “Registration Notice”) of the anticipated price range per share in the offering, the low price in such range being referred to herein as the “Floor.” Within seven (7) calendar days after the date of the Registration Notice, each Investor may deliver to the Company written notice (the “Sale Notice”) of the percentage of such Investor’s Registrable Securities that such Investor wishes to sell in the Mandatory Registration, subject to the limitations set forth below. Any Investor that does not timely deliver a Sale Notice shall be ~~no less than~~ deemed to have waived its right to sell Registrable Securities in the Mandatory Registration. The aggregate number of ~~Warrant Shares~~ Registrable Securities that ~~are then issuable upon exercise of or otherwise pursuant to~~ may be included in the ~~Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each~~ Mandatory Registration ~~Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and~~ shall be subject to the ~~approval~~following limitations: (i) Subject to Section 2(b)(iii), ~~which~~ with respect to each Investor, such Investor may include no more than 40% of such Investor’s Registrable Securities in the Mandatory Registration; provided, that for each ▇▇▇▇▇▇ Investor, such limitation shall ~~not~~ be ~~unreasonably withheld or delayed~~25%; provided, ~~of) the Investors and their counsel prior to its filing or other submission~~further, that for each Management Investor, such limitation shall be 10%. (ii) If ~~for any reason, despite~~ the ~~Company’s use~~ aggregate number of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included inin the Mandatory Registration exceeds the product of 0.17, ~~or for any~~ multiplied by the sum of (A) all shares of Common Stock other ~~reason any~~ than Registrable Securities ~~are not then included in, such~~ to be registered pursuant to the Registration Statement, plus (B) all shares of Registrable Securities (including Registrable Securities to be registered pursuant to the Registration Statement) (such product being the “Control Cap”), then the aggregate number of Registrable Securities included in the Mandatory Registration shall be reduced by such excess pro rata among the respective selling Investors on the basis of the number of Registrable Securities requested to be sold by each such Investor. The Company shall provide written notice to the selling Investors of any such reduction. (iii) If the aggregate number of Registrable Securities to be included in the Registration Statement is less than the Control Cap, then the ▇▇▇▇▇▇ Investors shall have the right, but not the obligation, to increase the percentage of the ▇▇▇▇▇▇ Investors’ Registrable Securities to be include in the Mandatory Registration, up to the amount of the available shortfall. (iv) If the proposed offering price in the Mandatory Registration is lower than the Floor and the Company has decided to proceed with the Mandatory Registration, the Company shall ~~prepare~~provide each selling Investor with written notice (the “Floor Notice”) of the proposed offering price range. Within seven (7) calendar days after the date of the Floor Notice, ~~and~~notwithstanding any Sale Notice previously delivered by such selling Investor, ~~as soon as practicable but~~ each such selling Investor may deliver to the Company written notice (the “Withdrawal Notice”) of such selling Investor’s desire to withdraw from participation in ~~no event later than~~ the ~~Additional Filing Deadline~~Mandatory Registration. Any selling Investor that does not timely deliver a Withdrawal Notice shall be deemed to have waived its right to withdraw from participation in the Mandatory Registration. Following its receipt of any Withdrawal Notices, ~~file~~ the Company shall comply with the ~~SEC~~ provisions of Section 2(b)(iii) if applicable. (c) If the managing underwriters of the Mandatory Registration advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an ~~additional Registration Statement covering~~ orderly manner in such offering without adversely affecting the ~~resale~~ marketability of ~~all~~ the offering and within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration pro rata among the selling Investors on the basis of the number of Registrable Securities proposed to be sold by each such Investor, and (iii) third, the other securities, if any, requested to be included in such registration not ~~already~~ covered by ~~an existing and effective Registration Statement for an offering~~ clauses (i) or (ii) of this Section 2(c) pro rata among the holders of such securities on the basis of the number of shares requested to be ~~made on a continuous basis pursuant to Rule 415~~registered by such holders or as such holders may otherwise agree in writing.

Appears in 2 contracts

Sources: Registration Rights Agreement, Registration Rights Agreement (Rex Energy Corp)

Appears in 2 contracts

Sources: Registration Rights Agreement (Brookdale Senior Living Inc.), Registration Rights Agreement (Brookdale Senior Living Inc.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to ~~the applicable Filing Deadline~~March 31, 1999, file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) and pursuant to Rule 415 covering the resale from time to time by the holders thereof of the Registrable ~~Securities~~Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall ~~state~~ state, to the extent permitted by the law and the SEC, that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures and upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends and similar transactions or ~~similar transactions~~(ii) by reason of changes in the Conversion Price of the Debentures in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 1.25 times the ~~aggregate~~ sum of (x) the number of Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Debentures and (y) the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Debentures or exercise the Warrants. ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement ~~filed~~ represents a good faith estimate of the maximum number of shares issuable upon conversion of or otherwise pursuant to ~~Section 2 (a)(i) above (~~the Debentures and ~~subject to Section 3(q) below), the SEC does not permit all~~ upon exercise of ~~the Registrable Securities to be included in,~~ or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis otherwise pursuant to ~~Rule 415~~the Warrants.

Appears in 2 contracts

Sources: Registration Rights Agreement (Infonautics Inc), Securities Purchase Agreement (Infonautics Inc)

Mandatory Registration. (ia) ~~Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the ~~SEC~~ Commission a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not ~~then~~ available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of ~~the Investors~~each Purchaser, which consent ~~shall~~ will not be unreasonably withheld) as a "shelf" registration statement under Rule 415 covering the resale of at least 200% of the number of shares of Registrable ~~Securities, which~~ Securities then issuable on (i) conversion of the Preferred Shares then issued or issuable (assuming conversion at the Fixed Conversion Price) and (ii) exercise in full of the Warrants then issued or issuable. The Registration ~~Statement~~Statement shall state, to the extent ~~allowable~~ permitted by Rule 416 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state~~ that ~~such Registration Statement~~ it also covers such indeterminate number of ~~additional~~ shares of Common Stock as may ~~become issuable upon exercise~~ be required to effect (i) conversion of ~~or otherwise pursuant to~~ the ~~Warrants or the Warrant~~ Preferred Shares to prevent dilution resulting from stock splits, stock ~~dividends~~dividends or similar events, or by reason of changes in the Conversion Price in accordance with the terms of the Authorized Terms; and (ii) exercise of the Warrants in full to prevent dilution resulting from stock splits, stock ~~issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionevents. (iib) ~~If for any reason, despite the Company’s~~ The Company shall use of its best efforts to ~~include all of the Registrable Securities in~~ cause the Registration Statement ~~filed pursuant~~ to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, become effective as soon as practicable following the filing thereof, but in no event later than the ~~Additional Filing~~ Registration Deadline, ~~file with~~ and shall submit to the ~~SEC an additional~~ Commission, within five (5) business days after the Company learns that no review of the Registration Statement ~~covering~~ will be made by the ~~resale~~ staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request (the "Effective --------- Date"), and maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date on which all of the Registrable Securities have been sold pursuant to the Registration Statement, (ii) the date on which all of the remaining Registrable Securities (in the opinion of counsel to the Purchaser reasonably acceptable to the Company) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time and (iii) the twenty-four (24) month anniversary of the Tranche B Closing Date (the "Registration ------------ Period"). (c) If (A) the Registration Statement is not ~~already covered~~ declared effective by ~~an existing and~~ the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for ~~an offering to be made on a continuous basis~~ any reason not within the control of such Holder or not permitted by the terms hereof (other than such Registrable Securities as are then freely saleable pursuant to Rule ~~415~~144(k) under the Securities Act) or (C) the Common Stock is not included for quotation on the Nasdaq SmallCap Market or the Nasdaq National Market ("Nasdaq") or listed on the New York Stock Exchange or other ------ national securities exchange at any time after the Registration Deadline, the Company shall pay to such Holder an amount equal to the lesser of (x) two percent (2%) per month and (y) the highest rate permitted by applicable law, times the aggregate purchase price of the Preferred Shares held by such Holder, ----- accruing daily and compounded monthly, from the Registration Deadline or, where the Registration Statement has become effective, from the date on which the Registration Statement lapses or is otherwise unavailable, until the Effective Date or the date on which the Registration Statement becomes available for sales of Registrable Securities, as the case may be. The amounts paid or payable by the Company hereunder shall be in lieu of any other remedies available to the Purchaser at law or in equity or pursuant to the terms of any other Transaction Document. Payments of cash pursuant hereto shall be made within five (5) business days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, payments shall be made within five (5) business days after the end of each thirty-day period.

Appears in 1 contract

Sources: Registration Rights Agreement (Interactive Entertainment LTD)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to sixty (60) days from the ~~applicable Filing Deadline~~date of Closing (as defined in the Securities Purchase Agreement) (the "FILING DATE"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon ~~exercise~~ conversion of or otherwise pursuant to the Debentures and exercise of the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the ~~aggregate~~ sum of (i) the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time) plus (ii) the number of Warrant Shares that are then issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants and the Additional Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement ~~filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all~~ represents a good faith estimate of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ maximum number of shares issuable upon conversion of the ~~Company shall prepare, and, as soon as practicable but in no event later than~~ Debentures and the Additional ~~Filing Deadline, file with~~ Warrants and upon exercise of the ~~SEC an additional Registration Statement covering~~ Warrants and the ~~resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415~~Additional Warrants.

Appears in 1 contract

Sources: Registration Rights Agreement (Netstaff Inc/In)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the SEC ~~a Registration Statement~~ on or before April 30, 2002 (the ~~“Mandatory Registration Statement”~~"Filing Deadline") a registration statement --------------- on Form S-3 (or, if Form S-3 is not then available, on such form of ~~Registration Statement as~~ registration statement that is then available to effect a ~~Registration~~ registration of ~~the~~ all Registrable Securities, subject to ~~the~~ consent of the ~~Investors, which consent shall not be unreasonably withheld) covering the resale~~ Investors holding at least a majority of the Registrable Securities~~, which Registration Statement, to~~ ) for the ~~extent allowable~~ purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the ~~rules and regulations promulgated~~ account of, the Holders as selling stockholders thereunder (the "Registration Statement"). The ---------------------- Company shall use best efforts to cause the Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Registrable Securities (i) are sold and (ii) can be sold by all the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the preceding sentence is the "Registration Withdrawal Date". ---------------------------- . If the Company has not filed the Registration Statement with the SEC on or before April 30, 2002, the Company shall issue to each Holder an additional warrant (on the same terms and conditions as the Warrants, including ~~Rule 416~~the Exercise Price then in effect (a "Registration Warrant")), ~~shall state~~ to acquire that ~~such Registration Statement also covers such indeterminate~~ number of ~~additional~~ shares -------------------- of Common Stock ~~as may become issuable upon exercise~~ equal to ten percent (10%) of ~~or otherwise pursuant to~~ the ~~Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The~~ number of shares of Common Stock ~~initially included in such~~ issuable on exercise of the Warrants issued to that Holder. . At the end of each thirty (30) day period (or a portion thereof) after April 30, 2002, that the Registration Statement has not been filed with the SEC, the Company shall ~~be no less than the aggregate~~ issue to each Holder a Registration Warrant to acquire that number of ~~Warrant Shares that are then~~ shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable ~~upon~~ on exercise of ~~or otherwise pursuant~~ the Warrants issued to ~~the Warrants~~that Holder, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. multiplied by (ii) ~~If for any reason~~a fraction, ~~despite~~ the ~~Company’s use~~ numerator of ~~its best efforts to include all~~ which is the number of days during such thirty-day period before the ~~Registrable Securities in~~ date on which the Registration Statement was filed ~~pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below),~~ with the SEC ~~does~~ and the denominator of which is thirty. . If the Registration Statement has not ~~permit all of~~ been declared effective by the ~~Registrable Securities to be included in~~SEC on or before June 14, ~~or for any other reason any Registrable Securities are not then included in~~2002, ~~such Registration Statement, then~~ the Company shall ~~prepare~~issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. . At the end of each thirty (30) day period (or a portion thereof), ~~and~~after June 14, ~~as soon as practicable but in no event later than~~ 2002, that the ~~Additional Filing Deadline~~Registration Statement has not been declared effective by the SEC, ~~file with~~ the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (ii) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the SEC ~~an additional Registration Statement covering~~ and the ~~resale~~ denominator of ~~all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415~~which is thirty.

Appears in 1 contract

Sources: Common Stock and Warrant Purchase Agreement (KFX Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to April 30, 2007 (the ~~applicable~~ “Filing ~~Deadline~~Date”), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities underlying the Notes and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon ~~exercise~~ conversion of or otherwise pursuant to the Notes and exercise of the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than an amount equal to two (2) times the ~~aggregate~~ sum of the number of Conversion Shares that are then issuable upon conversion of the Notes and Additional Notes (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time), and the number of Warrant Shares that are then issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor’s ability to convert the Notes or exercise the Warrants. ~~Each~~ The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Notes and upon exercise of the Warrants. In the event that this good faith estimate proves not to be correct due to a change in the initial Conversion Price for the securities between the date that the Company filed its last pre-effective amendment to the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any ~~reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the~~ subsequent Registration Statement filed ~~pursuant~~ as required hereunder to ~~Section 2 (a)(i~~maintain a sufficient number of registered Authorized and Reserved Shares) ~~above (~~and ~~subject to Section 3(q) below),~~ the ~~SEC does not permit all of the Registrable Securities to be included in, or for~~ date on which any ~~other reason any Registrable Securities are not then included in,~~ such Registration ~~Statement~~Statement is declared effective by the SEC, then the Company ~~shall prepare~~shall, ~~and, as soon as practicable but in no event later than the Additional Filing Deadline~~within five (5) business days following notice of such effectiveness, file a post-effective amendment with the SEC ~~an additional~~ increasing the number of shares covered by such Registration Statement ~~covering~~ to the ~~resale~~ applicable amount. Provided that the Company meets its obligations under this Section 2(a) with respect to the filing of ~~all Registrable Securities~~ any such post-effective amendment, the Company shall not ~~already covered by an existing and effective Registration Statement for an offering~~ be deemed to be ~~made on a continuous basis pursuant to Rule 415~~in default under any provision herein or in the Securities Purchase Agreement or the Note by reason of such temporary shortfall in the number of registered Authorized and Reserved Shares.

Appears in 1 contract

Sources: Registration Rights Agreement (Sti Group Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the ~~applicable Filing Deadline~~date which is thirty (30) days after the date of the First Closing under the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) and pursuant to Rule 415 covering the resale from time to time by the holders thereof of the Registrable Securities, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the ~~aggregate~~ sum of (i) the number of Common Shares issued and/or issuable pursuant to the Securities Purchase Agreement and (ii) two (2) times the number of Warrant Shares that are ~~then~~ issuable upon exercise of ~~or otherwise~~ the Warrants issued and/or issuable pursuant to the ~~Warrants~~Securities Purchase Agreement, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to exercise the Warrants. ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities Warrant Shares initially included in the Registration Statement ~~filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all~~ represents a good faith estimate of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ maximum number of shares issuable upon exercise of the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Appears in 1 contract

Sources: Registration Rights Agreement (Cybercash Inc)

Mandatory Registration. (i) Following the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as ~~practicable~~ practicable, but in no event later than October 1, 2001 (the ~~Additional Filing Deadline~~"SCHEDULED FILING DATE"), file with the SEC ~~an additional~~ a Registration Statement or Registration Statements (as is necessary) on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such registrations, the Company shall use such other form as is available for such registrations, subject to the provisions of Section 2.e. Any Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the number of Registrable Securities ~~not already covered by an existing~~ issued and ~~effective~~ issuable as of the date immediately preceding the date the Registration Statement ~~for~~ is initially filed with the SEC, assuming that the Conversion Price (as defined in the Series A Certificate of Designations) were to decline 50% from the lower of (a) the Conversion Price at the Closing and (b) the closing bid price of the Common Stock as of the date two days preceding the date the applicable Registration Statement is initially filed with the SEC (such lower price shall hereafter be referred to as the "REGISTRATION SHARE NUMBER CALCULATION PRICE").The Company shall use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than December 1, 2001 (the "SCHEDULED EFFECTIVE DATE"). The Company represents and covenants that no Person other than an ~~offering~~ Investor has or will have the right to include any securities of the Company in the Registration Statement to be ~~made on a continuous basis~~ filed in accordance with this Section 2.a. The Company will not include any selling stockholder other than the Investor in any Registration Statement it files pursuant to ~~Rule 415~~this Section 2.a without the Investors' written consent. In the event that the Company is engaged in material negotiations with respect to the potential sale of the Company or the sale of substantially all of the Company's assets, the Company may, upon written notice to the Investors, extend the Scheduled Filing Date; provided, however, that in no event will the extension of the Scheduled Filing Date relieve the Company of its obligation to pay any amounts due upon the occurrence of a Registration Default as provided in Section 3.v hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Galaxy Nutritional Foods Co)

Mandatory Registration. ~~(i) Following~~ Within 45 days following the Closing ~~Date~~Date (the "FILING DEADLINE"), the Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ file with the ~~SEC~~ United States Securities and Exchange Commission ("SEC"), a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities~~, subject to the consent of the Investors, which consent shall not be unreasonably withheld~~) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder ~~(including Rule 416),~~ shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions (the "INITIAL REGISTRATION Statement"). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed, of~~review by) the Initial Investors and their counsel at least three (3) business days prior to its filing or other submission~~. (ii)~~ . If for any ~~reason~~reason (including, ~~despite~~ but not limited to, a determination by the ~~Company’s use~~ staff of ~~its best efforts to~~ the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")), or if the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in then outstanding (any such shares that are not included being the ~~Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below~~"UNCOVERED SHARES"), the ~~SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the~~ Company shall ~~prepare, and~~prepare and file with the SEC, as soon as ~~practicable~~ practicable, but in no any event ~~later than~~ within 45 days after becoming aware of the ~~Additional Filing Deadline~~existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), ~~file with~~ either (a) an amendment (the ~~SEC an additional~~ "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement ~~covering~~ effecting a registration of the ~~resale of all Registrable Securities not already covered by an existing and effective~~ Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for ~~an offering~~ acceleration of effectiveness thereof) shall be provided to ~~be made on a continuous basis pursuant~~ the Initial Investors and their counsel for review and comment at least three (3) business days prior to ~~Rule 415~~its filing or other submission. The Company shall use its best efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Precision Optics Corporation Inc)

Mandatory Registration. ~~(i)~~ Following the Closing ~~Date~~of any Debenture pursuant to the Securities Purchase Agreement, the Company shall prepare, and, on or prior to the ~~applicable~~ Initial Registration Filing ~~Deadline,~~ Deadline (as defined above) file with the ~~SEC~~ Commission a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form ~~S-3~~ SB-2 (or, if Form ~~S-3~~ SB-2 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyer, which consent ~~shall~~ will not be unreasonably ~~withheld~~withheld)(the "Initial Registration Statement") covering the resale of the Registrable ~~Securities,~~ Securities which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debenture and exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 150% of the aggregate number of Conversion Shares that are then issuable upon conversion of the Debenture or otherwise pursuant to the Debenture (based on the Conversion Price [as defined in the Debenture] then in effect) and assuming that all interest that accrues for the entire term of the Debentures is payable in Common Stock, plus the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Buyer's ability to convert the Debenture or exercise the Warrants (collectively, the "Target Registration Amount"), provided that the Company shall not be required to register any of the shares issuable upon exercise of the "B Warrants" and "C Warrants" (as each is defined in the Securities Purchase Agreement) in the Initial Registration Statement. Notwithstanding the foregoing, if the Company is advised by the staff of the Commission in a written comment letter that it is not eligible to conduct the offering of the Debentures under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the Registration Statement, then the Company may reduce (an "SEC Share Reduction") the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 ("Rule 415 Eligible"). In the event of an SEC Share Reduction, the inclusion of the Underlying Debenture Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) Placement Agent Warrant Shares (to be cut back on a pro-rata basis), (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 3(r) and (iii) Warrant Shares. Any cut back of Underlying Debenture Shares will be applied pro rata to each holder in proportion to the principal amount of Debentures held by each Holder. In the event that, due to an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which less than the Target Registration Amount (a "Target Registration Shortfall"), then the unregistered portion of the Target Registration Amount (the "Target Registration Shortfall Amount") shall be included in the next Additional Registration Statement (in accordance with Section 3(b) below). The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Debenture or otherwise pursuant to the Debenture and exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the ~~Investors~~ Buyer and ~~their~~ its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Universal Energy Corp.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall use its best efforts to prepare, and, on or ~~prior to~~ before April 1, 1999 (such date of filing, the ~~applicable~~ "Initial Filing ~~Deadline~~Date"), file with the SEC a Registration Statement or Registration Statements (~~the “Mandatory Registration Statement”~~as is necessary) on Form S-3 (or, if ~~Form S-3~~ such form is ~~not then available~~unavailable for such a registration, on such other form ~~of Registration Statement~~ as is ~~then~~ available ~~to effect~~ for such a ~~Registration of the Registrable Securities~~registration), ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld)~~ covering the resale of the amount of Registrable ~~Securities~~Securities identified below, which Registration ~~Statement~~Statement(s), to the extent allowable under the ~~Securities~~ 1933 Act and the rules ~~and regulations~~ promulgated thereunder (including Rule 416), shall state that such Registration ~~Statement~~ Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon conversion of the Shares or exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions, (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof, and (iii) by reason of the exercise by Buyer of its right of first refusal as set forth in Section 5 of the Stock Purchase Agreement. The number of shares of Common Stock initially included in such Registration ~~Statement~~ Statement(s) shall be no less than ~~the aggregate number~~ 3,000,000 shares of ~~Warrant Shares~~ Common Stock that are ~~then~~ issuable upon the Initial Filing Date and the exercise of ~~or otherwise pursuant~~ Warrants in accordance with their terms. The Company shall use its best efforts to have such Registration Statement(s) declared effective by the ~~Warrants, without regard~~ SEC within ninety (90) days after the filing of the Registration Statement. The Company further undertakes to ~~any limitations on the Investors’ ability~~ take all steps necessary to ~~exercise the Warrants. Each~~ ensure that a Registration Statement is or Registration Statements are effective during the Registration Period (as defined below) with respect to all Registrable Securities and the resale thereof at all times during the Registration Period. Any Registration Statement(s) referred to in this Section 2(a) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors~~ approved by Buyer and ~~their~~ its legal counsel prior to ~~its~~ the Company's filing or other ~~submission.~~ submission (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does such approval not ~~permit all of the Registrable Securities~~ to be ~~included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ unreasonably withheld) and the Company ~~shall prepare, and, as soon as practicable but~~ will not file any document in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering a form to ~~be made on a continuous basis pursuant to Rule 415~~which such counsel reasonably objects.

Appears in 1 contract

Sources: Registration Rights Agreement (Agway Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall use its best efforts to prepare, and, on or ~~prior to~~ before April 1, 1999 (such date of filing, the ~~applicable~~ "Initial Filing ~~Deadline~~Date"), file with the SEC a Registration Statement or Registration Statements (~~the “Mandatory Registration Statement”~~as is necessary) on Form S-3 (or, if ~~Form S-3~~ such form is ~~not then available~~unavailable for such a registration, on such other form ~~of Registration Statement~~ as is ~~then~~ available ~~to effect~~ for such a ~~Registration of the Registrable Securities~~registration), ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld)~~ covering the resale of the amount of Registrable ~~Securities~~Securities identified below, which Registration ~~Statement~~Statement(s), to the extent allowable under the ~~Securities~~ 1933 Act and the rules ~~and regulations~~ promulgated thereunder (including Rule 416), shall state that such Registration ~~Statement~~ Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon conversion of the Shares or exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions, (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof, and (iii) by reason of the exercise by Buyer of its right of first refusal as set forth in Section 5 of the Stock Purchase Agreement. The number of shares of Common Stock initially included in such Registration ~~Statement~~ Statement(s) shall be no less than ~~the aggregate number~~ 3,000,000 shares of ~~Warrant Shares~~ Common Stock that are ~~then~~ issuable upon the Initial Filing Date and the exercise of ~~or otherwise pursuant~~ Warrants in accordance with their terms. The Company shall use its best efforts to have such Registration Statement(s) declared effective by the ~~Warrants, without regard~~ SEC within ninety (90) days after the filing of the Registration Statement. The Company further undertakes to ~~any limitations on the Investors’ ability~~ take all steps necessary to ~~exercise the Warrants. Each~~ ensure that a Registration Statement is or Registration Statements are effective during the Registration Period (as defined below) with respect to all Registrable Securities and the resale thereof at all times during the Registration Period. Any Registration Statement(s) referred to in this Section 2(a) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors~~ approved by Buyer and ~~their~~ its legal counsel prior to ~~its~~ the Company's filing or other ~~submission.~~ submission (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does such approval not ~~permit all of the Registrable Securities~~ to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.unreasonably withheld)

Appears in 1 contract

Sources: Registration Rights Agreement (Planet Polymer Technologies Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or ~~prior to~~ before the ~~applicable~~ forty-fifth (45th) day following the date of the Closing under the Securities Purchase Agreement (the "Filing ~~Deadline~~Date"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable ~~Securities~~Securities required to be included in such Registration Statement, subject to the consent of the ~~Investors, which consent shall not be unreasonably withheld~~Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 3,000,000 Registrable Securities (200% of the ~~Registrable Securities~~maximum number of shares of Common Stock issuable upon the full exercise of or otherwise with respect to the Prepaid Warrants issued at the Closing (based upon the lowest Exercise Percentage thereunder), ~~which~~ plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Incentive Warrants and Placement Agent Warrants issued at the Closing). The Registration ~~Statement~~Statement filed hereunder, to the extent allowable under the Securities Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of reductions in the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Prepaid Warrants, the terms which cause the applicable Exercise Percentages to decrease and the terms which cause the Variable Exercise Price to decrease to the extent the Closing Bid Price of the Common Stock decreases). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ any Registration Statement filed hereunder shall be ~~no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant~~ allocated to the ~~Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Netplex Group Inc)

Mandatory Registration. (ia) ~~Following the Closing Date, the~~ The Company shall prepare, ~~and,~~ and on or ~~prior to~~ before the ~~applicable Filing Deadline~~earlier of (i) thirty (30) days from the date of the Closing of all of the Purchase Agreements and (ii) November 1, 2021, file with the SEC a ~~Registration Statement (the “Mandatory Registration Statement”)~~ registration statement on Form ~~S-3~~ S-1 (~~or, if~~ or Form S-3 ~~is not then~~ if available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale with respect to all Registrable Securities of the Investors issued or issuable upon exchange of the Class B Units and use its commercially reasonable efforts to cause such registration statement to become effective and keep such registration statement effective for a period of up to one hundred twenty (120) days following the tenth (10th) anniversary of such Closing or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that period shall be extended for a period of time equal to the period the Investors refrain, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration. If such registration statement (or any successor registration statement) shall expire, the Company shall, prior to such expiration, file a replacement registration statement that is in compliance with this Subsection 2.1(a). If at any time and from time to time the Investors are issued any additional Registrable Securities, ~~which Registration Statement~~the Company shall prepare and file a registration statement with respect to such additional Registrable Securities in compliance with this Subsection 2.1(a). (b) In furtherance of Subsection 2.1(a), the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (ii) furnish to the ~~extent allowable~~ Investors such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Investors may reasonably request in order to facilitate their disposition of its Registrable Securities; (iii) register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Investors; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; (v) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (vii) promptly make available for inspection by the Investors, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Investors, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; (viii) notify the Investors, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (ix) after such registration statement becomes effective, notify the Investors of any request by the SEC that the Company amend or supplement such registration statement or prospectus. In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act ~~and the rules and regulations promulgated thereunder (including Rule 416)~~shall have become effective, its i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy shall ~~state~~ provide that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s ~~use of its best efforts to include all~~ directors may implement a trading program under Rule 10b5-1 of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Exchange Act.

Appears in 1 contract

Sources: Registration Rights Agreement (Investview, Inc.)

Mandatory Registration. (i) ~~Following~~ The Company shall prepare and file with the SEC, as soon as practicable after the Closing Date but no later than thirty (30) days after the Closing Date (the "Required Filing Date"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been issued, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such issuance, eligibility, accrual of interest or conversion had in fact occurred as of such date), based on the Conversion Price then in effect, (y) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been issued, had been eligible to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such issuance, eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted, the Company shall ~~prepare, and, on or prior~~ file an amendment to the ~~applicable Filing Deadline~~Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the Holder, ~~file with~~ the ~~SEC a~~ Registration Statement (~~the “Mandatory Registration Statement”~~W) ~~on Form S-3~~ shall include only (~~or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of~~ 1) the Registrable Securities, ~~subject~~ (2) the shares issuable on exercise of warrants issued to the ~~consent~~ Finder in connection with the transactions contemplated by the Transaction Agreements, (3) the shares listed on Part I of ~~the Investors~~Schedule 10 annexed hereto and (X) shall also state that, ~~which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable~~ in accordance with Rule 416 and 457 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state that such Registration Statement~~ it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Purchased Shares, exercise of ~~or otherwise pursuant to~~ the Warrants or ~~the Warrant Shares~~ issuances of Other Issuable Securities covered by such Registration Statement to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. . (ii) The Company will use its reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) one hundred twenty (120) days after the Closing Date. (iii) If at any time (an "Increased Registered Shares Date"), the number of shares of Common Stock ~~initially included in such Registration Statement shall~~ represented by the Registrable Securities, issued or to be ~~no less than~~ issued as contemplated by the Transaction Agreements, exceeds the aggregate number of ~~Warrant Shares that are~~ shares of Common Stock then ~~issuable upon exercise of~~ registered or ~~otherwise pursuant~~ sought to ~~the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each~~ be registered in a Registration Statement ~~(and each amendment or supplement thereto~~which has not yet been declared effective, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.either

Appears in 1 contract

Sources: Registration Rights Agreement (Ambient Corp /Ny)

Mandatory Registration. The Company will file a Registration Statement on Form S-3, with the SEC registering the Registrable Securities and no other securities (other than (i) ~~Following the Closing Date, the Company shall prepare, and, on or prior~~ shares of Common Stock issuable upon exercise of warrants issued to ~~the applicable Filing Deadline, file~~ Shoreline (as defined below) in connection with the ~~SEC a Registration Statement~~ transactions contemplated hereby and under the Securities Purchase Agreement or (ii) issued or issuable to holders with registration rights pursuant to previously granted stock purchase warrants as described on Schedule 3.3 of the Purchase Agreement) for resale within twenty (20) business days of the closing of the initial purchase of the Series B Preferred Shares (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to "CLOSING DATE"). To the extent allowable under the ~~Securities~~ 1933 Act and the rules ~~and regulations~~ promulgated thereunder (including Rule 416), ~~shall state that such~~ the Registration Statement ~~also covers~~ shall include the Common Shares and the Warrant Shares and such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions, or (ii) by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than (a) the ~~aggregate~~ number of ~~Warrant Shares that are then~~ shares of Common Stock issuable upon exercise of the Warrants as if all of the Warrants were then issued plus (b) two (2) times the number of Common Shares that would be issuable upon conversion of the Series B Preferred Shares and the Series C Preferred Shares (as if all of the Series C Preferred Shares were then issued) at the Market Price (as defined in the Series B Certificate of Designations) on the Closing Date. Notwithstanding the foregoing, if the SEC prohibits the Company from registering the resale of the Common Shares issuable upon the conversion of the Series C Preferred Shares (the "SERIES C CONVERSION SHARES") or ~~otherwise pursuant~~ exercise of the Warrants issuable in connection with the Series C Preferred Shares (the "SERIES C WARRANT SHARES"), the Company shall be entitled to amend the Registration Statement so as to exclude such Series C Conversion Shares and Series C Warrant Shares. In such event, the Company will, within twenty (20) business days of the issuance of the Series C Preferred Shares, file a new Registration Statement with respect to the ~~Warrants~~Series C Conversion Shares and Series C Warrant Shares, ~~without regard to any limitations on the Investors’ ability to exercise the Warrants. Each~~ and such Registration Statement ~~(and each amendment or supplement thereto~~shall, ~~and each request for acceleration~~ together with the Registration Statement with respect to the Common Shares issuable in conversion of ~~effectiveness thereof) shall be provided to (and shall be~~ the Series B Preferred Shares, constitute a "Registration Statement" subject to the ~~approval~~terms and conditions of this Agreement; provided that the Required Effective Date (as defined below) for such additional Registration Statement shall be the 90th day following the Second Closing (or, ~~which shall not be unreasonably withheld~~ if (a) such Registration Statement is reviewed by the SEC, or ~~delayed, of~~(b) if the SEC takes the position that registration of the resale of the Series C Conversion Shares and Series C Warrant Shares by the Investors is not available under applicable laws, rules and ~~their counsel prior to its filing or other submission. (ii) If for any reason, despite~~ regulation and that the Company must register the offering of such Registrable Securities as a primary offering by the Company’s , the 120th day following the Second Closing). The Company shall use of its best efforts to ~~include all~~ cause such Registration Statement to be declared effective by the SEC as soon as practicable after filing and in any event no later than the ninetieth (90th) day following the Closing Date (the "REQUIRED EFFECTIVE DATE"); provided, however, that so long as the Company has filed such Registration Statement within twenty (20) business days of the Closing Date, (a) if the SEC takes the position that registration of the resale of the Registrable Securities in by the ~~Registration Statement filed pursuant to Section 2 (a)(i) above (~~Investors is not available under applicable laws, rules and ~~subject to Section 3(q) below),~~ regulation and that the ~~SEC does not permit all~~ Company must register the offering of the Registrable Securities ~~to be included in~~as a primary offering by the Company, or ~~for any other reason any Registrable Securities are not then included in, such~~ (b) if the Registration ~~Statement~~Statement receives SEC review, then the Required Effective Date shall be the one hundred twentieth (120th) day after the Closing Date. In the case of an SEC response described in clause (a), the Company shall, within twenty (20) business days following the date the Company receives such response from the SEC, file a registration statement as a primary offering. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement will receive no action or no review from the SEC, the Company shall ~~prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional~~ cause such Registration Statement ~~covering~~ to become effective within five (5) business days of such SEC notification. Once declared effective by the ~~resale of all Registrable Securities not already covered by an existing and effective~~ SEC, the Company shall cause such Registration Statement ~~for an offering~~ to ~~be made on a continuous basis~~ remain effective throughout the Registration Period, except as permitted pursuant to ~~Rule 415~~Section 3(a).

Appears in 1 contract

Sources: Registration Rights Agreement (Excelsior Henderson Motorcycle Manufacturing Co)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, ~~and,~~ and on or prior to the ~~applicable Filing Deadline~~date which is 30 days after the Closing Date, file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 ~~(or, if Form S-3 is not then available~~which, on ~~such form~~ the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the number of shares of Common Stock issuable upon conversion of the Preferred Shares and the Warrants, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full and the Warrants were exercised in full (and determined without regard to the restriction in the proviso to the second sentence of Section 10(a) of the Certificate of Designations) on the date of filing of the Registration Statement with the SEC and as ~~is then available to effect a Registration of~~ if the ~~Registrable Securities~~Preferred Shares were convertible and the Warrants were exercisable on such date, ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities,~~ and which Registration ~~Statement~~Statement shall state that, ~~to the extent allowable~~ in accordance with Rule 416 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state that~~ such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. ~~The~~ If at any time the number of shares of Common Stock ~~initially~~ included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed ~~pursuant~~ as provided in the first sentence of this Section 2(a) shall be insufficient to ~~Section 2 (a)(i) above (and subject to Section 3(q) below),~~ cover the ~~SEC does not permit all~~ number of shares of Common Stock issuable on conversion in full of the ~~Registrable Securities to~~ unconverted Preferred Shares and exercise in full of the Warrants and Warrants which may be ~~included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement~~issued upon conversion of the unconverted Preferred Shares, then ~~the Company shall prepare~~promptly, ~~and, as soon as practicable~~ but in no event later than 20 days after such insufficiency shall occur, the ~~Additional Filing Deadline,~~ Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Registration Statement required to be filed pursuant to this Section 2(a) may also cover the resale (i) by the person referred to in Section 3(m) of ~~all Registrable Securities not already~~ the Subscription Agreement and its transferees of Common Stock issuable upon the exercise of certain warrants issued to such person in connection with the transactions contemplated by the Subscription Agreement and (ii) of any of the shares of Common Stock covered by ~~an existing and effective Registration Statement for an offering~~ items 1 through 13 of Schedule 3(b) to ~~be made on a continuous basis pursuant to Rule 415~~the Subscription Agreement.

Appears in 1 contract

Sources: Registration Rights Agreement (V One Corp/ De)

Mandatory Registration. (i) Following each date on which any Warrants are issued pursuant to the ~~Closing~~ Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the ~~SEC~~ SEC, or have on file with the SEC, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyers, which consent ~~shall~~ will not be unreasonably withheld) ), which may include a shelf registration statement on Form S-3, covering the resale of the Registrable ~~Securities,~~ Securities issued on the applicable Issuance Date which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), and to the extent necessary, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration ~~Statement~~ Statement, or an applicable prospectus supplement thereto if the shelf registration statement on Form S-3 does not otherwise identify a specific number of shares of Common Stock to be registered, shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants~~Warrants issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the Warrants, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the approval, which shall not be unreasonably ~~withheld or delayed~~withheld, of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included ~~in, such~~ in a Registration ~~Statement~~Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule ~~415~~415 of the Securities Act.

Appears in 1 contract

Sources: Registration Rights Agreement (Discovery Laboratories Inc /De/)

Mandatory Registration. (i) Following the ~~Closing~~ date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall use its best efforts to prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyers, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of of, and only of, the Registrable ~~Securities,~~ Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants~~Warrants issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the Warrants, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the approval, which shall not be unreasonably withheld or delayed, of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included ~~in, such~~ in a Registration ~~Statement~~Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule ~~415~~415 of the Securities Act.

Appears in 1 contract

Sources: Registration Rights Agreement (Alphatec Holdings, Inc.)

Mandatory Registration. (ia) ~~Following~~ On or before the ~~Closing Date~~forty-fifth (45th) day following Closing, the Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the ~~SEC~~ Commission a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 ~~(or, if Form S-3 is not then available, on such form of Registration Statement~~ as ~~is then available to effect~~ a ~~Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld)~~ "shelf" registration statement under Rule 415 covering the resale of at least 200% of the number of shares of Registrable ~~Securities, which~~ Securities then issuable on conversion of all of the Preferred Shares issued at the Closing. The Registration ~~Statement~~Statement shall state, to the extent ~~allowable~~ permitted by Rule 416 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state~~ that ~~such Registration Statement~~ it also covers such indeterminate number of ~~additional~~ shares of Common Stock as may ~~become issuable upon exercise~~ be required to effect conversion of ~~or otherwise pursuant to~~ the ~~Warrants or the Warrant~~ Preferred Shares to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions. The number~~ events, or by reason of ~~shares~~ changes in the Conversion Price in accordance with the terms of ~~Common Stock initially included in such Registration Statement shall be no less than~~ the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionCertificate. (iib) ~~If for any reason, despite the Company’s~~ The Company shall use of its best efforts to ~~include all of the Registrable Securities in~~ cause the Registration Statement ~~filed pursuant~~ to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, become effective as soon as practicable following the filing thereof, but in no event later than the ~~Additional Filing~~ Registration Deadline, ~~file with~~ and shall submit to the ~~SEC an additional~~ Commission, within five (5) business days after the Company learns that no review of the Registration Statement ~~covering~~ will be made by the ~~resale~~ staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request, and maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date on which all of the Registrable Securities have been sold pursuant to the Registration Statement and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Purchaser) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time (the "Registration Period"). ------------------- (c) If (A) the Registration Statement is not ~~already covered~~ declared effective by ~~an existing and~~ the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for ~~an offering to be made on a continuous basis~~ any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule ~~415~~144(k) under the Securities Act), (C) the Common Stock is not included for quotation on the Nasdaq Stock Market ("Nasdaq") or listed on the New York Stock ------ Exchange or other national securities exchange at any time after the Registration Deadline, the Company shall pay to each Holder an amount (a "Registration Default Payment")equal to the lesser of (x) two percent (2%) per ------------------------------ month and (y) the highest rate permitted by applicable law, times the Liquidation Preference (as defined in the Certificate) of the Preferred Shares held by such Holder, accruing daily and compounded monthly, from the Registration Deadline or, where the Registration Statement has become effective, from the date on which the Registration Statement lapses or is otherwise unavailable, or the from the date on which Common Stock is no longer so quoted or listed, until the date on which the Registration Statement is declared effective or becomes available for sales of Registrable Securities or the date on which the Common Stock is included for quotation on Nasdaq or such other national securities exchange, as the case may be; provided, however, that if the Registration Statement is not declared effective by the Registration Deadline, and such delay is not due to a failure by the Company to use its best efforts to cause the Registration Statement to become effective, including without limitation a failure to respond promptly to comments by the Commission on the Registration Statement, the Registration Deadline shall be extended for an additional thirty (30) days; and provided, further, that in no event shall the aggregate of all Registration Default Payments made by the Company hereunder exceed three million dollars ($3,000,000). The Registration Default Payments paid or payable by the Company hereunder shall be in addition to any other remedies available to a Holder at law or in equity or pursuant to the terms of the Certificate or any other Transaction Document. Registration Default Payments shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, payments shall be made at the end of each thirty-day period.

Appears in 1 contract

Sources: Registration Rights Agreement (White Rock Capital Management Lp)

Mandatory Registration. (i) Following the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as ~~practicable~~ practicable, but in no event later than the ~~Additional~~ earlier of (i) thirty (30) days after each applicable Closing Date (as defined in the Purchase Agreement) or (ii) the filing of another Registration Statement (other than a Registration Statement on Form S-4 or Form S-8 (or their equivalents at such time) relating to securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) (the "Scheduled Filing ~~Deadline~~Date"), file with the SEC ~~an additional~~ a separate Registration Statement or Registration Statements (as is necessary) on Form S-3 covering the resale of all of the Registrable Securities ~~not already covered by an existing and effective~~ issued or issuable in connection with each such Closing. In the event that Form S-3 is unavailable for such registrations, the Company shall use such other form as is available for such registrations, subject to the provisions of Section 2.e. Any Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to 200% of the number of shares of Common Stock initially issuable upon conversion of the Preferred Stock.. The Company shall use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than ninety (90) days after the applicable Closing Date (the "Scheduled Effective Date"). The Company represents and covenants that no Person other than an ~~offering~~ Investor has or will have the right to include any securities of the Company in the Registration Statement to be ~~made on a continuous basis~~ filed in accordance with this Section 2.a. The Company will not include any selling stockholder other than the Buyer in any Registration Statement it files pursuant to ~~Rule 415~~this Section 2.a without the Buyer's written consent. In the event that the number of shares of Common Stock so registered and not yet issued to the Investors as Conversion Shares or Warrant Shares shall be less than 150% of the number of shares which would be issuable at any time upon the conversion of the remaining unconverted principal amount of the Preferred Stock and exercise of the Warrants, then the Company shall be obligated to file, within fifteen (15) days on notice from any Investor of such occurrence, a further Registration Statement registering such remaining shares and shall use diligent best efforts to have such additional Registration Statement declared effective within sixty (60) days of such notice.

Appears in 1 contract

Sources: Registration Rights Agreement (Atlantic Technology Ventures Inc)

Mandatory Registration. (i) Following the ~~Closing~~ Issuance Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable ~~upon exercise of or otherwise~~ pursuant to the ~~Warrants~~ Convertible Notes or the ~~Warrant~~ Conversion Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of ~~Warrant~~ Conversion Shares that are then issuable ~~upon exercise of or otherwise~~ pursuant to the ~~Warrants~~Convertible Notes, without regard to any limitations on the Investors’ ability to ~~exercise~~ convert the ~~Warrants~~Convertible Notes. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Sientra, Inc.)

Mandatory Registration. (i) ~~Following~~ The Company shall cause Company Counsel to prepare and file with the SEC, as soon as practicable after the Closing Date but no later than forty-five (45) days after the Closing Date (the "Required Filing Date"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) the number of shares into which the Debentures and all dividends thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility, accrual of interest or conversion had in fact occurred as of such date), based on the Conversion Price then in effect, (y) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been eligible to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted or if the number of Other Issuable Shares increases, the Company shall ~~prepare, and, on or prior~~ file an amendment to the ~~applicable Filing Deadline~~Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the Holder, ~~file with~~ the ~~SEC a~~ Registration Statement (~~the “Mandatory Registration Statement”~~X) ~~on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of~~ shall include only the Registrable Securities, ~~subject to the consent of the Investors~~and (Y) shall also state that, ~~which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable~~ in accordance with Rule 416 and 457 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state that such Registration Statement~~ it also covers such indeterminate number of additional shares of Common Stock as may become issuable ~~upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares~~ to prevent dilution resulting from stock splits, or stock dividends. (ii) The Company and Company Counsel will use their reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) ninety (90) days after the Closing Date. (iii) If at any time (an "Increased Registered Shares Date"), ~~stock issuances or similar transactions. The~~ the number of shares of Common Stock ~~initially included in such Registration Statement shall~~ represented by the Registrable Securities, issued or to be ~~no less than~~ issued as contemplated by the Transaction Agreements, exceeds the aggregate number of ~~Warrant Shares that are~~ shares of Common Stock then ~~issuable upon exercise of~~ registered or ~~otherwise pursuant~~ sought to ~~the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each~~ be registered in a Registration Statement ~~(and each amendment or supplement thereto~~which has not yet been declared effective, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.either

Appears in 1 contract

Sources: Registration Rights Agreement (Conspiracy Entertainment Holdings Inc)

Mandatory Registration. (i) ~~Following~~ The Company shall cause Company Counsel to prepare and file with the SEC, as soon as practicable after the Closing Date but no later than thirty (30) days after the effective date of the registration statement, as amended, originally filed by the Company on or about November 24, 2004 (the "Required Filing Date"), a Registration Statement registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities. Notwithstanding the requirement to register all Registrable Securities, the Company's obligation to register the Registrable Securities shall initially be satisfied by the registration of the Initial Number of Shares to Be Registered (as defined below). The "Initial Number of Shares to Be Registered" is a number of shares of Common Stock which is at least equal to the sum of (x) the number of shares into which the Debentures and all dividends thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement (assuming for such purposes that all such Debentures had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such eligibility, accrual of interest or conversion had in fact occurred as of such date), based on the Conversion Price then in effect, (y) the number of Warrant Shares covered by the Warrants (assuming for such purposes that all the Warrants had been eligible to be exercised and had been exercised for the issuance of Warrant Shares in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of such date), and (z) the number of Other Issuable Shares as of the date of the filing of the Registration Statement or any amendment thereto (provided, however, that for purposes of this provision, the number of Other Issuable Shares shall not be greater than the number of such shares which the SEC permits to be included in the Registration Statement). If, after the filing of the Registration Statement and prior to the Effective Date, the Conversion Price or the number of shares covered by the Warrants or both is or are to be adjusted or if the number of Other Issuable Shares increases, the Company shall ~~prepare, and, on or prior~~ file an amendment to the ~~applicable Filing Deadline~~Registration Statement reflecting the registration of the adjusted number of shares reflected in the foregoing formula based on such adjustments. Unless otherwise specifically agreed to in writing in advance by the Holder, ~~file with~~ the ~~SEC a~~ Registration Statement (~~the “Mandatory Registration Statement”~~X) ~~on Form S-3~~ shall include only (~~or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of~~ i) the Registrable ~~Securities~~Securities and (ii) the Placement Agent Shares (as defined in the Joint Escrow Instructions), ~~subject to the consent of the Investors~~and (Y) shall also state that, ~~which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable~~ in accordance with Rule 416 and 457 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state that such Registration Statement~~ it also covers such indeterminate number of additional shares of Common Stock as may become issuable ~~upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares~~ to prevent dilution resulting from stock splits, or stock dividends. (ii) The Company and Company Counsel will use their reasonable best efforts to cause such Registration Statement to be declared effective on a date (the "Initial Required Effective Date") which is no later than the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) sixty (60) days after the Required Filing Date. (iii) If at any time (an "Increased Registered Shares Date"), ~~stock issuances or similar transactions. The~~ the number of shares of Common Stock ~~initially included in such Registration Statement shall~~ represented by the Registrable Securities, issued or to be ~~no less than~~ issued as contemplated by the Transaction Agreements, exceeds the aggregate number of ~~Warrant Shares that are~~ shares of Common Stock then ~~issuable upon exercise of~~ registered or ~~otherwise pursuant~~ sought to ~~the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each~~ be registered in a Registration Statement ~~(and each amendment or supplement thereto~~which has not yet been declared effective, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.either

Appears in 1 contract

Sources: Registration Rights Agreement (Conspiracy Entertainment Holdings Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior~~ use its reasonable best efforts to ~~the applicable Filing Deadline,~~ file with the SEC as soon as practicable and in any event prior to June 30, 2012, a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities~~, subject to the consent of the Investors, which consent shall not be unreasonably withheld~~) covering the resale of the ~~Registrable Securities~~Warrant Shares, which Registration Statement, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder ~~(including Rule 416),~~ shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions (the Initial Registration Statement). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number~~ Lender Holders as set forth in Clause 9. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of ~~Warrant Shares~~ effectiveness thereof) has been or will be provided to the Lender Holders and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an SEC Determination)) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are ~~then issuable upon exercise of or otherwise pursuant~~ not included being the Uncovered Shares), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the ~~Warrants~~tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the Uncovered Share Filing Deadline), ~~without regard~~ either (a) an amendment (the Uncovered Shares Amendment) to ~~any limitations on~~ the ~~Investors’ ability to exercise~~ Initial Registration Statement effecting a registration of the ~~Warrants~~Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the Uncovered Shares Registration Statement). ~~Each~~ The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to ~~(and shall be subject to~~ the ~~approval, which shall not be unreasonably withheld or delayed, of) the Investors~~ Lender Holders and their counsel ~~prior to~~ at least concurrently with its filing or other submission~~. (ii) If for any reason, despite the Company’s~~ . The Company shall use of its reasonable best efforts to ~~include all~~ cause each of the ~~Registrable Securities in the~~ Initial Registration Statement ~~filed pursuant~~ and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, become effective as soon as practicable ~~but~~ after the filing thereof and, provided that the Initial Registration Statement, the Uncovered Shares Amendment or the Uncovered Shares Registration Statement, as the case may be, is not reviewed by the staff of the SEC, in no any event ~~later than~~ prior to the ~~Additional Filing Deadline~~twentieth (20th) calendar day after the filing thereof; and provided further that if the Initial Registration Statement, ~~file with~~ the Uncovered Shares Amendment or the Uncovered Shares Registration Statement, as the case may be, is reviewed by the staff of the SEC, on such date as reasonably practicable after the staff of the SEC ~~an additional~~ has informed the Company that the staff has no further comments on such Initial Registration Statement, Uncovered Shares Amendment or Uncovered Shares Registration Statement ~~covering~~ and in any event prior to the ~~resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415~~ninetieth (90th) calendar day after the filing thereof.

Appears in 1 contract

Sources: Warrant Shares Registration Rights Agreement (Eagle Bulk Shipping Inc.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ file with the ~~SEC~~ United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities~~, subject to the consent of the Investors, which consent shall not be unreasonably withheld~~) covering the resale of the ~~Registrable Securities, which Registration Statement, to~~ Shares (the ~~extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416~~"INITIAL REGISTRATION STATEMENT"), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to ~~(and shall be subject to~~ the ~~approval, which shall not be unreasonably withheld or delayed, of) the~~ Initial Investors and their counsel at least 2 Business Days prior to its filing or other submission~~. (ii)~~ . If for any ~~reason~~reason (including, ~~despite~~ but not limited to, a determination by the ~~Company’s use~~ staff of ~~its best efforts to~~ the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company shall use its reasonable efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as to the Initial Registration Statement filed pursuant to this Section ~~2 (a)(i) above (and subject to Section 3(q) below~~2(a), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the ~~Additional~~ ninetieth (90th) calendar after the Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the 60th day after the Uncovered Shares Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Common Stock Registration Rights Agreement (Bam Entertainment Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, on a one time basis, and, ~~on or prior to~~ as soon as practicable, but not later than the ~~applicable Filing Deadline~~sixtieth (60th) day following the date of the Closing under the Securities Purchase Agreement (the "FILING DATE"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable ~~Securities, subject~~ Securities required to be included in such Registration Statement (as determined pursuant to Section 11(j) hereof) on or before the ~~consent~~ ninetieth (90th) day following the date of the ~~Investors, which consent shall not be unreasonably withheld~~Closing) covering the resale of at least 4,116,288 Registrable Securities (200% of the ~~Registrable Securities~~maximum number of shares of Common Stock issuable upon the full exercise of or otherwise with respect to the Prepaid Warrants issued at the Closing, ~~which~~ plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Incentive Warrants and Placement Agent Warrants issued at the Closing). The Registration ~~Statement~~Statement filed hereunder, to the extent allowable under the Securities Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), 3 shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of reductions in the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Prepaid Warrants, the terms which cause the Variable Exercise Price to decrease to the extent the Closing Bid Price of the Common Stock decreases). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ any Registration Statement filed hereunder shall be ~~no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant~~ allocated to the ~~Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to ~~the approval, which shall not be unreasonably withheld or delayed, of~~review by) the Placement Agent and its counsel acting on behalf of the Investors ~~and their counsel~~ prior to its filing or other submission~~. (ii) If for any reason, despite~~ . The Investors understand that such Registration Statement may include other shares of stock as registered by the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Fastcomm Communications Corp)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to December 15, 2000 (the ~~applicable Filing Deadline~~"FILING DATE"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of changes in the Conversion Price of the Debentures in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the ~~aggregate~~ sum of two (2) times the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time) and one and one-half (1.5) times the number of Warrant Shares that are then issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Debentures or exercise the Warrants. ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement ~~filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all~~ represents a good faith estimate of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ maximum number of shares issuable upon conversion of the ~~Company shall prepare, and, as soon as practicable but in no event later than~~ Debentures and exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Appears in 1 contract

Sources: Registration Rights Agreement (Esynch Corp/Ca)

Mandatory Registration. If, on or after the Lockup Period but prior to the Registration Rights Expiration Point, and provided that at least one year has elapsed since the most recent Registration Request (ias defined below), (a) ~~Following~~ Holders of at least twenty-five percent (25%) of the ~~Closing Date~~Registrable Securities not theretofore registered pursuant to this SECTION 5, so long as the aggregate gross proceeds to be received from such proposed offering is expected to be not less than $500,000, or (b) Holders of at least fifty percent (50%) of the Registrable Securities not theretofore registered pursuant to this SECTION 5, so long as the aggregate gross proceeds to be received from such proposed offering is expected to be not less than $1,000,000, request in writing that the Company register under the Securities Act at least 25% of the Registrable Securities not theretofore registered pursuant to this SECTION 5 (a "Registration Request"), the Company shall ~~prepare~~promptly give written notice of such Registration Request to all holders of Registrable Securities and will, ~~and~~as expeditiously as possible, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available use its best efforts to effect ~~a Registration of~~ the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable registration under the Securities Act ~~and the rules and regulations promulgated thereunder~~ of (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, ofi) the ~~Investors~~ Registrable Securities which the Company has been requested to register for disposition in accordance with the intended method of disposition described in the Registration Request and ~~their counsel prior to its filing or other submission.~~ (ii) ~~If for any reason, despite the Company’s use of its best efforts to include all of~~ the Registrable Securities of any Holder that elects to join in the Registration ~~Statement filed pursuant~~ Request within twenty (20) days after receipt of the above written notice from the Company. The Company may include in any such registration (x) similar securities held by other parties with registration rights and (y) similar securities that the Company desires to ~~Section 2 (a)(i) above (and subject~~ register; provided, that, in connection with an underwritten offering, such additional similar securities shall be reduced to ~~Section 3(q) below)~~a number, if any, that in the ~~SEC does~~ reasonable opinion of the managing underwriters of such offering, would not ~~permit all~~ adversely affect the marketability or offering price of the Registrable Securities to be included inin such offering. Notwithstanding anything herein to the contrary, ~~or for~~ any ~~other reason~~ registration requested pursuant to this SECTION 5.2 (a "Demand Registration") will not be deemed to have been effected unless it has become effective and remained effective no less than one hundred and eighty (180) days; provided, further, that any ~~Registrable Securities are~~ such registration which does not ~~then included in, such Registration Statement, then~~ become effective after the Company ~~shall prepare, and, as soon as practicable but~~ has filed a registration statement in ~~no event later than the Additional Filing Deadline, file~~ accordance with the ~~SEC an additional~~ provisions of this SECTION 5.2 solely by reason of the refusal to proceed of the Holder or Holders that have made or joined in the Registration ~~Statement covering~~ Request, including failure to comply with the ~~resale~~ provisions of ~~all Registrable Securities not already covered by an existing and effective Registration Statement for an offering~~ this Agreement (other than any refusal to ~~be made on a continuous basis pursuant to Rule 415.~~proceed based

Appears in 1 contract

Sources: Stock Purchase Agreement (North American Technologies Group Inc /Mi/)

Appears in 1 contract

Sources: Registration Rights Agreement (Nuo Therapeutics, Inc.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to thirty (30) days from the ~~applicable~~ date of receipt of written demand (the “Investor Demand”) of the Investors (the “Filing ~~Deadline~~Date”), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities underlying the Notes and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon ~~exercise~~ conversion of or otherwise pursuant to the Notes and exercise of the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions, provided however, that the no Investor Demand shall be made within ninety (90) days following the Closing Date (as defined in the Securities Purchase Agreement). The number of shares of Common Stock initially included in such Registration Statement shall be no less than an amount equal to two (2) times the ~~aggregate~~ sum of the number of Conversion Shares that are then issuable upon conversion of the Notes (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time), and the number of Warrant Shares that are then issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor’s ability to convert the Notes or exercise the Warrants. ~~Each~~ The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of not less than the maximum number of shares issuable upon conversion of the Notes and upon exercise of the Warrants. In the event that this good faith estimate proves not to be correct due to a change in the initial Conversion Price for the securities between the date that the Company filed its last pre-effective amendment to the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any ~~reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the~~ subsequent Registration Statement filed ~~pursuant~~ as required hereunder to ~~Section 2 (a)(i~~maintain a sufficient number of registered Authorized and Reserved Shares) ~~above (~~and ~~subject to Section 3(q) below),~~ the ~~SEC does not permit all of the Registrable Securities to be included in, or for~~ date on which any ~~other reason any Registrable Securities are not then included in,~~ such Registration ~~Statement~~Statement is declared effective by the SEC, then the Company ~~shall prepare~~shall, ~~and, as soon as practicable but in no event later than the Additional Filing Deadline~~within five (5) business days following notice of such effectiveness, file a post-effective amendment with the SEC ~~an additional~~ increasing the number of shares covered by such Registration Statement ~~covering~~ to the ~~resale~~ applicable amount. Provided that the Company meets its obligations under this Section 2(a) with respect to the filing of ~~all Registrable Securities~~ any such post-effective amendment, the Company shall not ~~already covered by an existing and effective Registration Statement for an offering~~ be deemed to be ~~made on a continuous basis pursuant to Rule 415~~in default under any provision herein or in the Securities Purchase Agreement or the Note by reason of such temporary shortfall in the number of registered Authorized and Reserved Shares.

Appears in 1 contract

Sources: Registration Rights Agreement (Fem One Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, prepare and, as ~~soon~~ promptly as reasonably practicable but in no event later than the ~~Additional~~ Filing ~~Deadline~~Date, file with the ~~SEC an additional~~ Commission a Registration Statement covering the resale of all of the Registrable Securities ~~not already covered by an existing and effective Registration Statement for an~~ in a resale offering to be made on a continuous ~~basis~~ basis. The Registration Statement shall contain (except if otherwise directed by the Holders or required in order to address written comments to the Registration Statement received from the Commission upon review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached as Annex A hereto, as the same may be amended in accordance with the provisions of this Agreement; provided, however, that no Holder shall be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously effective under the 1933 Act until the earliest to occur of the date on which (i) each Holder may sell all Registrable Securities then held by it pursuant to the provisions of Rule 144 without volume or manner-of-sale restrictions pursuant to Rule ~~415~~144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and any legend restricting further transfer with regard to such Registrable Securities has been removed, (ii) all Registrable Securities covered by such Registration Statement have been sold by the Holders, (iii) all Registrable Shares have ceased to be outstanding, (iv) all Registrable Securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, or (v) with respect to a Holder, when such Holder ceases to hold Registrable Securities and, with respect to all Holders in the event that the Holders, in the aggregate, beneficially own less than two percent (2%) of the outstanding Ordinary Shares (the “Effectiveness Period”). If the initial Registration Statement has not become effective under the 1933 Act on or prior to the Effectiveness Date, or if the initial registration Statement ceases for any reason to be effective during the 90 days following the Effectiveness Date, the Company shall issue to each Holder, on the 210th day after the Closing Date or as promptly thereafter as is practicable, such Holder’s Pro Rata Allocation of the Penalty Warrants. To the extent any Penalty Warrants are issued, the Company shall, as promptly as practicable, amend the Registration Statement specified in this Section 2(a) or file a new Registration Statement, in each case to cover the Warrant Shares issuable upon exercise of the Penalty Warrants, and in each case use its commercially reasonable efforts to cause such amended or new Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the amendment or filing thereof and to keep such Registration Statement continuously effective under the 1933 Act during the Effectiveness Period.

Appears in 1 contract

Sources: Registration Rights Agreement (Quotient LTD)

Mandatory Registration. ~~(i)~~ Following the Closing ~~Date~~of the Note pursuant to the Securities Purchase Agreement, the Company upon the request of the Buyer shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form ~~S-3~~ S-1 (or, if Form ~~S-3~~ S-1 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyer, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities,~~ Securities which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon ~~exercise~~ conversion of or otherwise pursuant to the ~~Warrants or the Warrant Shares~~ Note to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the aggregate number of ~~Warrant~~ Conversion Shares that are then issuable upon ~~exercise~~ conversion of the Note or otherwise pursuant to the ~~Warrants~~Note (based on the Conversion Price [as defined in the Note] then in effect), without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Buyer's ability to ~~exercise~~ convert the ~~Warrants~~Note. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Note or otherwise pursuant to the Note and shall be amended if not sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the ~~Investors~~ Buyer and ~~their~~ its counsel prior to its filing or other submission. . The Buyer has the right to request a total of two (ii2) ~~If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the~~ Registration Statement be filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415under this section.

Appears in 1 contract

Sources: Registration Rights Agreement (NYXIO TECHNOLOGIES Corp)

Mandatory Registration. (ia) ~~Following~~ On or before the ~~Closing Date~~forty-fifth (45th) day following Closing, the Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the ~~SEC~~ Commission a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 ~~(or, if Form S-3 is not then available, on such form of Registration Statement~~ as ~~is then available to effect~~ a ~~Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld)~~ "shelf" registration statement under Rule 415 covering the resale of at least 200% of the number of shares of Registrable ~~Securities, which~~ Securities then issuable on conversion of all of the Preferred Shares issued at the Closing. The Registration ~~Statement~~Statement shall state, to the extent ~~allowable~~ permitted by Rule 416 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state~~ that ~~such Registration Statement~~ it also covers such indeterminate number of ~~additional~~ shares of Common Stock as may ~~become issuable upon exercise~~ be required to effect conversion of ~~or otherwise pursuant to~~ the ~~Warrants or the Warrant~~ Preferred Shares to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions. The number~~ events, or by reason of ~~shares~~ changes in the Conversion Price in accordance with the terms of ~~Common Stock initially included in such Registration Statement shall be no less than~~ the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionCertificate. (iib) ~~If for any reason, despite the Company’s~~ The Company shall use of its best efforts to ~~include all of the Registrable Securities in~~ cause the Registration Statement ~~filed pursuant~~ to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, become effective as soon as practicable following the filing thereof, but in no event later than the ~~Additional Filing~~ Registration Deadline, ~~file with~~ and shall submit to the ~~SEC an additional~~ Commission, within five (5) business days after the Company learns that no review of the Registration Statement ~~covering~~ will be made by the ~~resale~~ staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request, and maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date on which all of the Registrable Securities have been sold pursuant to the Registration Statement and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Purchaser) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time (the "Registration Period"). (c) If (A) the Registration Statement is not ~~already covered~~ declared effective by ~~an existing and~~ the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for ~~an offering to be made on a continuous basis~~ any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule ~~415~~144(k) under the Securities Act), (C) the Common Stock is not included for quotation on the Nasdaq Stock Market ("Nasdaq") or listed on the New York Stock Exchange or other national securities exchange at any time after the Registration Deadline, the Company shall pay to each Holder an amount (a "Registration Default Payment") equal to the lesser of (x) two percent (2%) per month and (y) the highest rate permitted by applicable law, times the Liquidation Preference (as defined in the Certificate) of the Preferred Shares held by such Holder, accruing daily and compounded monthly, from the Registration Deadline or, where the Registration Statement has become effective, from the date on which the Registration Statement lapses or is otherwise unavailable, or the from the date on which Common Stock is no longer so quoted or listed, until the date on which the Registration Statement is declared effective or becomes available for sales of Registrable Securities or the date on which the Common Stock is included for quotation on Nasdaq or such other national securities exchange, as the case may be; provided, however, that if the Registration Statement is not declared effective by the Registration Deadline, and such delay is not due to a failure by the Company to use its best efforts to cause the Registration Statement to become effective, including without limitation a failure to respond promptly to comments by the Commission on the Registration Statement, the Registration Deadline shall be extended for an additional thirty (30) days; and provided, further, that in no event shall the aggregate of all Registration Default Payments made by the Company hereunder exceed three million dollars ($3,000,000). The Registration Default Payments paid or payable by the Company hereunder shall be in addition to any other remedies available to a Holder at law or in equity or pursuant to the terms of the Certificate or any other Transaction Document. Registration Default Payments shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, payments shall be made at the end of each thirty-day period.

Appears in 1 contract

Sources: Registration Rights Agreement (Igen International Inc /De)

Mandatory Registration. (ia) ~~Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the SEC on or before January 31, 1999 (the "SEC Filing Date") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not ~~then~~ available, on ~~such~~ another appropriate form ~~of Registration Statement as is then available~~ reasonably acceptable to ~~effect a Registration of the Registrable Securities, subject to the consent of~~ the Investors, which ~~consent shall not be unreasonably withheld) covering~~ covers the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock ~~initially included in such Registration Statement shall be no less than~~ equal to at least the ~~aggregate~~ number of ~~Warrant~~ Registrable Securities issuable to each Holder upon conversion of the Shares ~~that are then issuable upon~~ and exercise of ~~or otherwise pursuant to~~ the Warrants, ~~without regard to any limitations~~ determined as if the Shares were converted in full (based on a $3.50 conversion price) and the Warrants were exercised in full on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all first anniversary of the ~~Registrable Securities~~ Closing Date. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed ~~pursuant~~ as provided in the first sentence of this Section 6.2(a) shall be insufficient to ~~Section 2 (a)(i) above (and subject to Section 3(q) below),~~ cover the ~~SEC does not permit all~~ number of shares of Common Stock issuable on conversion in full of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement~~unconverted Shares and unexercised Warrants, then ~~the Company shall prepare~~promptly, ~~and, as soon as practicable~~ but in no event later than 60 days after such insufficiency shall occur, the ~~Additional Filing Deadline,~~ Company shall file with the SEC an additional Registration Statement ~~covering~~ on Form S-3, or another appropriate form (which shall not constitute a post-effective amendment to the ~~resale of all Registrable Securities not already covered by an existing and effective~~ Registration Statement ~~for an offering~~ filed pursuant to the first sentence of this Section 6.2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be ~~made on a continuous basis~~ the Registration Statement required to be filed by the Company pursuant to ~~Rule 415~~this Section 6.2(a), and the Company and the Holders shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration statement required to be filed by the Company pursuant to this Section 6.2(a).

Appears in 1 contract

Sources: Series B Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the ~~applicable Filing Deadline~~date (the "FILING DATE") which is forty-five (45) days after the Closing Date under the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form ~~S-3~~ SB-2 or Form S-1 (or, if Form ~~S-3~~ SB-2 or Form S-1 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Debentures and/or the Preferred Shares (including, but not limited to, shares issued or issuable upon exercise of the Investment Options) and exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of (i) the aggregate number of ~~Warrant~~ Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Debentures and/or the Preferred Shares (including upon exercise of the Investment Options under the Debentures and/or the Preferred Shares) (in each case based on the lesser of Variable Conversion Price and the Fixed Conversion Price (each as defined in the Debentures and the Certificate of Designation) then in effect) and (ii) the Warrant Shares issuable upon exercise of or otherwise pursuant to the Warrants, in each case without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Debentures and/or Preferred Shares or exercise the Warrants. ~~Each~~ The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Debentures and/or the Preferred Shares (including exercise of the Investment Options under the Debentures and/or the Preferred Shares) and exercise of the Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Global Media Corp)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to September 28, 1999 file (the ~~applicable Filing Deadline, file~~ "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (~~the “Mandatory Registration Statement”~~as is necessary) on Form ~~S-3~~ S-1 (or, if ~~Form S-3~~ such form is ~~not then available~~unavailable for such a registration, on such other form ~~of Registration Statement~~ as is ~~then~~ available ~~to effect~~ for such a ~~Registration of the Registrable Securities~~registration, subject to the consent of each Buyer and the ~~Investors~~provisions of Section 2(e), which consent ~~shall~~ will not be unreasonably withheld) ), covering the resale of all of the Registrable ~~Securities~~Securities and Series C Convertible Preferred Stock issued in July 1998, which Registration ~~Statement~~Statement(s) shall state that, ~~to the extent allowable~~ in accordance with Rule 416 promulgated under the ~~Securities Act and the rules and regulations promulgated thereunder (including Rule 416)~~1933 Act, ~~shall state that~~ such Registration ~~Statement~~ Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon ~~exercise~~ conversion of ~~or otherwise pursuant to~~ the ~~Warrants or the Warrant Shares~~ Preferred Stock to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. ~~The number~~ Such Registration Statement shall initially register for resale at least _____________________ shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock ~~initially included in such Registration Statement~~ shall be ~~no less than~~ allocated among the ~~aggregate~~ Investors pro rata based on the total number of ~~Warrant Shares~~ Registrable Securities issued or issuable as of each date that ~~are then issuable upon exercise of or otherwise pursuant~~ a Registration Statement, as amended, relating to the ~~Warrants, without regard to any limitations on~~ resale of the ~~Investors’ ability to exercise~~ Registrable Securities is declared effective by the ~~Warrants~~SEC. ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof)~~ The Company shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to ~~include all of the Registrable Securities in~~ have the Registration Statement ~~filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below),~~ declared effective by the SEC ~~does not permit all~~ within one hundred and twenty (120) days after the issuance of the ~~Registrable Securities~~ Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to ~~be included in, or for any other reason any Registrable Securities are~~ become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement has not ~~then included in, such~~ been filed by the Filing Deadline and/or the Registration ~~Statement~~Statement has not been declared effective by the Registration Deadline, then the Company ~~shall prepare, and, as soon as practicable but~~ will be liable for liquidated damages enforceable by the Investor. The liquidated damages will be in ~~no event later than~~ the ~~Additional Filing Deadline, file with~~ amount of 2% of the ~~SEC an additional~~ purchase price of the outstanding Registrable Securities for the first full thirty (30) days beyond such deadlines that the Registration has not been filed and/or declared effective and 2% for every full 30 day period thereafter until the Registration Statement ~~covering~~ has been filed and/or declared effective. The liquidated damages will be payable in cash by the ~~resale of all Registrable Securities not already covered~~ Company upon demand by ~~an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415~~the Investor.

Appears in 1 contract

Sources: Registration Rights Agreement (Homecom Communications Inc)

Mandatory Registration. (i) Following the ~~Closing~~ date on which the Subscription Shares and Warrants are issued pursuant to the Subscription Agreements (the “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the SEC pursuant to General Instruction II.L. to form F-10, a prospectus supplement to the Company’s Registration Statement on Form F-10 (file no. 333-208563), which became effective under the Securities Act on December 23, 2015 (the “~~Mandatory~~ Current Registration Statement”) ~~on Form S-3~~ (~~or, if Form S-3~~ provided that such form is ~~not~~ then ~~available, on~~ available for registration by the Company of all of the Registrable Securities in accordance herewith) or such other form of Registration Statement as the Company is then ~~available~~ eligible to use to effect a ~~Registration~~ registration of the Registrable Securities, ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld)~~ in each case covering the resale of the Registrable ~~Securities~~Securities issued on the Issuance Date, which prospectus supplement or other Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such prospectus supplement or other Registration Statement also covers such indeterminate number of additional ~~shares of~~ Common ~~Stock~~ Shares as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of ~~shares of~~ Common ~~Stock~~ Shares initially included in or covered by such prospectus supplement or other Registration Statement shall be no less than the aggregate number of Subscription Shares and Warrant Shares that are then ~~issuable~~ issuable, including upon exercise of or otherwise pursuant to the ~~Warrants~~Subscription Shares and Warrants issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the Warrants, respectively. ~~Each~~ Such prospectus supplement or other Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof, as applicable) shall be provided to (and ~~shall be~~ subject to the approval, which shall not be unreasonably ~~withheld or delayed~~withheld, of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission. Subject to any comments from the SEC or applicable Canadian securities commissions, such prospectus supplement or other Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the prospectus supplement or other Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in, ~~such~~ and available for sale under, the prospectus supplement or other Registration ~~Statement~~Statement filed under this Agreement (including if the Registration Statement is on Form F-10 and will no longer be available for resales of the Registrable Securities covered thereby, because the related Canadian home jurisdiction shelf prospectus may no longer be used or for any other reason), then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already ~~covered~~ covered, or that will no longer be covered, by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or General Instruction II.L. of Form F-10 (or successor thereto). (iii) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or General Instruction II.L of Form F-10, or requires any Investor to be named as an “underwriter”, the Company shall use its best efforts to persuade the SEC that the offering contemplated by a Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415, as applicable, and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of this Section 2(a)(iii), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415, as applicable (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor. Any cut-back imposed on the Investors pursuant to this Section 2(a)(iii) shall be allocated among the Investors on a pro rata basis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree.

Appears in 1 contract

Sources: Registration Rights Agreement (ESSA Pharma Inc.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ file with the ~~SEC~~ United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty-five (35) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities, subject to the consent of the ~~Investors, which consent shall not be unreasonably withheld~~Initial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of ~~the Registrable Securities~~at least 3,699,042 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder ~~(including Rule 416),~~ shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions (the "INITIAL REGISTRATION STATEMENT"). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed, of~~review by) the Initial Investors and their counsel at least five (5) Business Days prior to its filing or other submission~~. (ii)~~ . If for any ~~reason~~reason (including, ~~despite~~ but not limited to, a determination by the ~~Company’s use~~ staff of ~~its best efforts to~~ the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in (any such shares that are not included being the ~~Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below~~"UNCOVERED SHARES"), the ~~SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the~~ Company shall ~~prepare, and~~prepare and file with the SEC, as soon as ~~practicable~~ practicable, but in no any event ~~later than~~ prior to the ~~Additional Filing Deadline~~fifth (5th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), ~~file with~~ either (a) an amendment (the ~~SEC an additional~~ "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement ~~covering~~ effecting a registration of the ~~resale of all Registrable Securities not already covered by an existing and effective~~ Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for ~~an offering~~ acceleration of effectiveness thereof) shall be provided to ~~be made on a continuous basis pursuant~~ the Initial Investors and their counsel for review and comment at least three (3) Business Days prior to ~~Rule 415~~its filing or other submission. The Company shall use its best efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Appears in 1 contract

Sources: Securities Purchase Agreement (Genus Inc)

Mandatory Registration. (i) Following the ~~Closing Date~~date of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities, subject to the consent of the ~~Investors~~Holders, which consent shall not be unreasonably withheld) ), covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than [_______], subject to adjustment for any Stock Event occurring prior to the ~~aggregate~~ effective date of such Registration Statement; provided that such number shall include the total number of the Merger Shares and, with respect to the Contingent Payment Shares and Contingent Warrant Shares, collectively, shall include the Company’s good faith estimate of the number of Contingent Payment Shares and/or Contingent Warrant Shares that may become issuable under the CPA (directly or indirectly), based upon the then current trading price per share of Common Stock, assuming the maximum amount of Milestone Payments become payable thereunder and the Company elects to satisfy all of its obligations to make such payments through the issuance and delivery of Contingent Payment Shares and Parent Share Warrants (assuming any Parent Share Warrants are ~~then issuable upon exercise of or otherwise pursuant to the Warrants~~exercised for cash, and without regard to any limitations on the ~~Investors’ ability~~ exercise thereof). 2 Note to ~~exercise~~ Draft: Restricted Shares to also include Merger Shares if over one-third of the ~~Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ Closing Merger Consideration consists of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionMerger Shares. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in ~~the~~ any Registration Statement filed pursuant to Section ~~2 (a)(i~~2(a)(i) ~~above~~ (and subject to Section 3(q) below), the SEC does not permit all ~~of the~~ such Registrable Securities to be included inin such Registration Statement, or for any other reason any such Registrable Securities are not then included ~~in, such~~ in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Holders, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement. No Holder shall be named as an “underwriter” in the Registration Statement without the Holder’s prior written consent. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to, and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of the Holders and Legal Counsel (as defined below) prior to its filing or other submission; provided, that, notwithstanding any other provision in this Agreement, if despite the Company’s compliance with Section 3(p), the SEC or the Securities Act requires such Holder(s) to be named as an “underwriter” in the Registration Statement and such Holder(s) withhold written consent to be so named, the Company’s failure to fulfill its obligations under this Section 2(a) shall solely as a result thereof shall not constitute a violation of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (CorMedix Inc.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ file with the ~~SEC~~ United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities~~, subject to the consent of the Investors, which consent shall not be unreasonably withheld~~) covering the resale of the ~~Registrable Securities~~Warrant Shares and any Additional Investment Right Warrant Shares issued upon exercise of the Additional Investment Rights, which Registration Statement, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder ~~(including Rule 416),~~ shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions (the "INITIAL REGISTRATION STATEMENT"). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to ~~(and shall be subject to~~ the ~~approval, which shall not be unreasonably withheld or delayed, of) the~~ Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission~~. (ii)~~ . If for any ~~reason~~reason (including, ~~despite~~ but not limited to, a determination by the ~~Company’s use~~ staff of ~~its best efforts to~~ the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company shall use its reasonable efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as to the Initial Registration Statement filed pursuant to this Section ~~2 (a)(i) above (and subject to Section 3(q) below~~2(a), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the ~~Additional~~ ninetieth (90th) calendar day after the Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the 60th day after the Uncovered Shares Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Warrant Shares Registration Rights Agreement (Bam Entertainment Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and~~file with the United States Securities and Exchange Commission (“SEC”), on or ~~prior to~~ before thirty (30) calendar days after the ~~applicable~~ Closing Date (the “Filing Deadline~~, file with the SEC~~ ”) a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities~~, subject to the consent of the Investors, which consent shall not be unreasonably withheld~~) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional at least 5,993,498 shares of Common Stock ~~as may become issuable upon exercise of or otherwise pursuant to~~ (the ~~Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions~~“Initial Registration Statement”). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to ~~(and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of)~~ the Investors and their ~~counsel prior to its filing or other submission. (ii)~~ counsel. If for any ~~reason~~reason (including, ~~despite~~ but not limited to, a determination by the ~~Company’s use~~ staff of ~~its best efforts to~~ the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an “SEC Determination”)) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in (any such shares that are not included being the ~~Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below~~“Uncovered Shares”), the ~~SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the~~ Company shall ~~prepare, and~~prepare and file with the SEC, as soon as ~~practicable~~ practicable, but in no any event ~~later than~~ prior to the ~~Additional~~ tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the “Uncovered Share Filing Deadline”), ~~file with~~ either (a) an amendment (the ~~SEC an additional~~ “Uncovered Shares Amendment”) to the Initial Registration Statement ~~covering~~ effecting a registration of the ~~resale of all Registrable Securities not already covered by an existing and effective~~ Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the “Uncovered Shares Registration Statement”). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for ~~an offering~~ acceleration of effectiveness thereof) shall be provided to ~~be made on a continuous basis pursuant~~ the Investors and their counsel. The Company shall use its best efforts to ~~Rule 415~~cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Appears in 1 contract

Sources: Securities Purchase Agreement (Brio Software Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and~~prepare and use its ---------------------- best efforts to file with the United States Securities and Exchange Commission ("SEC"), on or prior to the ~~applicable~~ date (the "Filing ~~Deadline~~Date") which is twenty (20) days after the First Closing Date (as defined in the Securities Purchase Agreement, ~~file with~~ the ~~SEC~~ "First Closing Date") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities, subject to the consent of the ~~Investors, which consent shall not be unreasonably withheld~~Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of ~~the~~ at least 3,981,195 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of reductions in the Conversion Price of the Debentures or the Exercise Price of the Warrants in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price of the Debentures to decrease to the extent the bid price of the Common Stock decreases. The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Registration Statement shall be ~~no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant~~ allocated to the ~~Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Securities Purchase Agreement (Knickerbocker L L Co Inc)

Appears in 1 contract

Sources: Registration Rights Agreement (Sunpower Corp)

Mandatory Registration. ~~(i)~~ Following the Closing ~~Date~~of any Preferred Stock pursuant to the Securities Purchase Agreement and the Certificate of Designation, the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 or Form SB-2 (or, if Form S-3 is and Form SB-2 are not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyer, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities,~~ Securities which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Certificate of Designation and exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one and one-half (1.5) times the aggregate number of Conversion Shares that are then issuable upon conversion of the Preferred Stock or otherwise pursuant to the Certificate of Designation (based on the Conversion Price [as defined in the Certificate of Designation] then in effect) plus the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Buyer’s ability to convert the Preferred Stock or exercise the Warrants. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Preferred Stock or otherwise pursuant to the Certificate of Designation and exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the ~~Investors~~ Buyer and ~~their~~ its counsel prior to its filing or other submission. . The Company may include in the Mandatory Registration Statement (iiand any amendments and supplements thereto) ~~If for any reason, despite~~ the ~~Company’s use~~ shares of ~~its best efforts to include all~~ Common Stock issuable upon the conversion of the ~~Registrable Securities~~ Series A Preferred Stock and upon exercise of the warrants issued to the holders of Series A Preferred Stock or their assignees, the shares of Common Stock issuable upon conversion of preferred stock issued as a Preferred Stock Lock-Up Exception (as defined in the ~~Registration Statement filed pursuant~~ Securities Purchase Agreement) and upon exercise of any warrants issued to ~~Section 2~~ the holders of such preferred stock or their assignees, and the shares of Common Stock referenced in SCHEDULE 3(c-2)(ii). (~~a)(i) above (and subject to Section 3(q) below~~b), ~~the SEC does not permit all~~ (c) and (e) of the ~~Registrable~~ Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Purchase Agreement.

Appears in 1 contract

Sources: Registration Rights Agreement (Avicena Group, Inc.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, prepare and, as soon as ~~practicable~~ practicable, but in no event later than the ~~Additional~~ Filing Deadline, file with the SEC an ~~additional~~ initial Registration Statement on Form S-1 covering the resale of all of the Registrable ~~Securities not already covered by an existing and effective~~ Securities; provided that such initial Registration Statement shall register for ~~an offering~~ resale at least the number of shares of Common Stock equal to ~~be made on~~ the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC (less the securities issued pursuant to the Prospectus Supplement (as defined below)); provided further that the Company shall file in within the time prescribed by the rules and regulations of 1933 Act a ~~continuous basis~~ prospectus supplement to the Company’s Form S-3 (File No. 333-275559) (the “Company Shelf Registration Statement”) pursuant to Rule ~~415~~424(b)(3) registering the sale to the Buyers of 180 shares of Series A Preferred Stock and Convertible Shares underlying such preferred stock; provided further, that the Company and the Required Holder may mutually agree that such initial Registration Statement shall register for resale a number of shares of Common Stock less than the Required Registration Amount. Except for the Company Shelf Registration Statement, such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the Required Holder) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.

Appears in 1 contract

Sources: Registration Rights Agreement (Dragonfly Energy Holdings Corp.)

Mandatory Registration. (i1) ~~Following the Closing Date, the~~ The Company shall ~~prepare,~~ prepare and, on or prior to the ~~applicable Filing Deadline~~date which is 45 days after the Closing Date, file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form ~~S-3~~ S-1 (oror Form S-3, if ~~Form S-3~~ the Company is ~~not then available~~eligible to use such form), which, on ~~such form~~ the date of ~~Registration Statement as is then available to effect a Registration of~~ filing with the ~~Registrable Securities~~SEC, ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering~~ covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock ~~initially included in such Registration Statement shall be no less than~~ at least equal to the ~~aggregate~~ greater of (A) 1,800,000 shares of Common Stock or (B) the sum of (x) the number of Common Shares PLUS (y) the number of Warrant Shares ~~that are then~~ issuable upon the exercise in full of the Callable Warrant PLUS (z) the number of Warrant Shares equal to 175% of the number of shares of Common Stock issuable upon the exercise of the Class A Warrant, determined as if the First Adjustment Date (as defined in the Class A Warrant) occurred on the Closing Date and the Class A Warrant was otherwise exercised in full for cash in accordance with the terms thereof on the Trading Day prior to the SEC Filing Date (in each case determined without regard to the limitations on beneficial ownership contained in the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover all of the number of Warrant Shares issuable upon exercise of ~~or otherwise pursuant to~~ the unexercised portion of the Warrants, ~~without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto~~then promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 30 days after such insufficiency shall occur (or, if later, 30 days after the ~~Additional Filing Deadline~~date upon which the Company first becomes eligible to file a Registration Statement therefor if such ineligibility resulted from the indeterminate number of shares of Common Stock), the Company shall file with the SEC an additional Registration Statement on Form S-1 (or Form S-3, if the Company is eligible to use such form) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter, and in any event by the 90th day following notice that such Registration Statement is required. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Investors and the holders of the registration rights described in Schedule 11(a). (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of ~~all~~ any Registrable Securities hereunder, the Company shall not ~~already covered~~ file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (v) to holders of registration rights described in Schedule 11(a), (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by ~~an existing~~ the Company and ~~effective Registration Statement for an~~ outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering ~~to be made~~ underwritten on a ~~continuous~~ firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity (A) which is engaged in a business similar, complementary or related to the business of the Company or (B) pursuant to ~~Rule 415~~which the Company issues securities with the primary purpose to directly or indirectly acquire, license or otherwise become entitled to use technology relevant to or useful in the Company's business, so long as in each case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Investor promptly after adoption) duly approves such transaction in accordance with its duties under applicable law (each of the forgoing transactions a "Board Approved Transaction").

Appears in 1 contract

Sources: Registration Rights Agreement (Stemcells Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the ~~applicable~~ forty-fifth (45th) day after the First Closing Date (the "Filing ~~Deadline~~Date"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities, subject to the consent of the ~~Investors, which consent shall not be unreasonably withheld~~Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Convertible Securities and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of changes in the Conversion Price of the Debentures and Preferred Shares in accordance with the terms thereof or the Exercise Price of the Warrants in accordance with the terms thereof. The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Registration Statement shall be ~~no less than~~ among the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Purchasers as set forth in Section 11.11 hereof. ~~Each~~ The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval~~approval of the Initial Purchasers, which approval shall not be unreasonably withheld or ~~delayed, of~~denied) the ~~Investors~~ Initial Purchasers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Patriot Scientific Corp)

Mandatory Registration. (i) Following the ~~Closing~~ date on which any Warrants and/or Notes are issued pursuant to the Facility Agreement and/or the Securities Purchase Agreement, as applicable (each, an “Issuance Date”), the Company shall prepare, ~~and,~~ and file with the SEC on or prior to the applicable Filing ~~Deadline, file with the SEC~~ Deadline (as defined above) a Registration Statement (the “Mandatory Registration Statement”) on Form ~~S-3~~ S-1 (or, if Form ~~S-3~~ S-1 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyers, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities,~~ Securities issued on the applicable Issuance Date (as defined above) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants, conversion of the Notes or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ and/or Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of ~~Warrant Shares~~ shares that are then issuable upon exercise of or the Warrants, conversion of the Notes, and/or otherwise pursuant to the ~~Warrants~~Warrants and/or Notes issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the ~~Warrants~~Warrants or convert the Notes, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included ~~in, such~~ in a Registration ~~Statement~~Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration ~~Statement~~ Statement(s) covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Tengion Inc)

Mandatory Registration. (i) ~~Following the Closing Date, the~~ The Company shall use its best efforts to prepare, and, on or ~~prior to~~ before the ~~applicable Filing Deadline~~date that is thirty (30) business days after the date of the First Closing, file with the SEC a Registration Statement or Registration Statements (~~the “Mandatory Registration Statement”~~as necessary) on Form S-3 (or, if ~~Form S-3~~ such form is ~~not then available~~unavailable for such a registration, on such other form ~~of Registration Statement~~ as is ~~then~~ available ~~to effect~~ for such a ~~Registration~~ registration of all of the Registrable Securities) (any of which may contain a combined prospectus with other registrations by the Company), ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld)~~ covering the resale of all of the Registrable Securities, which Registration ~~Statement~~Statement(s), to the extent allowable under the ~~Securities~~ 1933 Act and the rules ~~and regulations~~ promulgated thereunder (including without limitation Rule 416), shall state that such Registration ~~Statement~~ Statement(s) also covers such indeterminate number of additional shares (the "Indeterminate Shares") of Common Stock as may become issuable upon ~~exercise~~ conversion of ~~or otherwise pursuant to~~ the ~~Warrants or the Warrant~~ Preferred Shares to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. ~~The number~~ In the event that there is no form of ~~shares of Common Stock initially included in such~~ Registration Statement available pursuant to which the Company may register all of the Registrable Securities, the Company shall register all of the Registrable Securities permitted by the SEC to be ~~no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise~~ so registered pursuant to the ~~Warrants~~terms and conditions of the preceding sentence and will file a registration statement covering the resale of the remaining Registrable Securities as soon as possible thereafter. In any event, ~~without regard to~~ the Registrable Securities underlying the Preferred Shares and Warrants issued at any ~~limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof)~~ Additional Closing shall be ~~provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel~~ registered prior to ~~its filing or other submission~~such Additional Closing. (ii) If To the extent the Indeterminate Shares for any ~~reason~~reason can not be registered under the Registration Statement(s) required under Section 2(a)(i) above, ~~despite~~ then with respect to such Indeterminate Shares, the ~~Company’s~~ Company shall use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, ~~as soon as practicable but in no event later than~~ on or before the ~~Additional Filing Deadline~~date that is fifteen (15) days after the Indeterminate Shares become issuable, file with the SEC ~~an additional~~ a Registration Statement ~~covering the resale~~ or Registration Statements (as necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration of ~~all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.~~all

Appears in 1 contract

Sources: Registration Rights Agreement (Producers Entertainment Group LTD)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ 2.1.1 The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ file with the ~~SEC~~ SEC, on the date which is on or before forty-five (45) days after the Closing Date (the "Filing Deadline") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not ~~then~~ available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities; provided, ~~subject~~ that the Company shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3 promptly after the ~~consent of the Investors~~first date on which it meets such requirement), ~~which consent shall not be unreasonably withheld) covering~~ to enable the resale of all of the Registrable ~~Securities,~~ Securities which Registration Statement, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder ~~(including Rule 416),~~ shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Series A Preferred Stock or exercise of ~~or otherwise~~ the Warrants pursuant to ~~the Warrants or the Warrant Shares~~ provisions to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions (the "Mandatory Registration Statement"). The ~~number~~ Mandatory Registration Statement shall contain, unless otherwise required by applicable law or the SEC, the "Selling Shareholders" and "Plan of ~~shares~~ Distribution" section of ~~Common Stock initially~~ the Prospectus in a form reasonably satisfactory to the Investors based upon information provided by the selling shareholder. The Registrable Securities included in ~~such~~ the Mandatory Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations~~ Investors set forth on ~~the Investors’ ability to exercise the Warrants~~Schedule 1 hereof. ~~Each~~ The Mandatory Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to ~~(and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of)~~ the Investors and their counsel at least five (5) business days prior to its filing or other submission~~. (ii) If for~~ ; such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date thereafter by which the Company must receive the Investors' written indication if any ~~reason, despite~~ Investor does not wish to include their Registrable Securities in such Registration Statement and advising the ~~Company’s~~ Investors of their rights under this Section 2. The Company shall file the Mandatory Registration Statement and use of its best efforts to ~~include~~ cause all of the Registrable Securities (unless an Investor has indicated otherwise with respect to all or any portion of such Investor's Registrable Securities pursuant to the preceding sentence) to be registered under the Securities Act, in connection with the sale or other disposition by the Investors of the Registrable Securities so registered. The Company shall use its best efforts to cause the Mandatory Registration Statement, as amended, to become effective as soon as practicable after the filing thereof. The Mandatory Registration Statement shall only cover the Registrable Securities, the shares of Common Stock described in Section 8(b)(iii) below and any stockholder of the Company that exercises any existing piggy-back registration rights as set forth on Schedule 3.3 attached hereto. 2.1.2 If the Mandatory Registration Statement has not been declared or ordered effective within ninety (90) days after the Closing (the "Three Month Period"), the Company shall pay each Investor a fee equal to 2% of the purchase price paid by such Investor for the Securities for any thirty (30) days after such failure (pro rata for partial months), which payments shall be payable at the end of each calendar month until the date upon which the Mandatory Registration Statement is declared effective, but not to exceed an aggregate of 16%. This payment may be made, at the election of the Company, in cash or in additional shares of Common Stock valued at the VWAP (as defined in the Certificate of Designations, Preferences and Rights of Series A Preferred Stock of the Company) for such stock on the date immediately prior to the date that the payment is made. Notwithstanding anything set forth in this Section 2.1.2, if during the Three Month Period, the SEC modifies or amends the rules with respect to Form S-3 (or any successor form) to change the criteria for availability of Form S-3 (or any successor form), the result of which makes Form S-3 (or any successor form) unavailable to the Company (independent of any action or omission of the Company), the Three Month Period for purposes of this Section 2.1.2 shall be reset and commence from the effective date of such modification or amendment and, with the modification of the period, all other provisions of this Section 2.1.2 shall reset and apply from such date forward. 2.1.3 In the event that the Registration Statement is filed and declared effective but, during the Registration Period (as defined in Section 3.1.2 below), shall thereafter cease to be effective or useable or the prospectus included in the Registration Statement (the "Prospectus", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable (other than as a result of any act or omission by a holder of Registrable Securities), in either case, in connection with resales of the Registrable Securities, without such lapse being cured within ten (10) business days (the "Cure Period"), with the maximum number of days in any Cure Periods during any 365 day period not to exceed forty-five (45) business days, by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section ~~2 (a)(i) above (and subject to Section 3(q) below~~13(a), ~~the SEC does not permit all~~ 13(c), 14 or 15(d) of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in,~~ Exchange Act that cures such ~~Registration Statement~~lapse, then the Company shall ~~prepare~~pay to each Investor (in addition to the rights and remedies available to each Investor under applicable law and this Agreement), ~~and~~for the period from and including the first day following the expiration of the Cure Period (or number of days in such Cure Periods exceeding the aforementioned forty-five (45) days) until, but excluding, the earlier of (i) the date on which such failure is cured and (ii) the date on which the Registration Period expires, at a rate equal to two percent (2%) for every thirty days after such failure (pro rata for partial months) of the purchase price paid by such Investor for the Securities, which payment shall be payable at the end of each calendar month. The Company shall have the option to pay such amounts in cash or Common Stock as ~~soon as practicable but~~ provided for in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Section 2.1.2 above.

Appears in 1 contract

Sources: Registration Rights Agreement (Elite Pharmaceuticals Inc /De/)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, ~~on or prior to~~ as soon as practicable, but not later than thirty (30) days after the ~~applicable Filing Deadline~~first Closing Date (as defined in the Securities Purchase Agreement) (the "FILING DATE"), shall file with the ~~SEC~~ SEC, a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form ~~S-3~~ S-3, (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable ~~Securities~~Securities issued at such Closing and any intervening Closing prior to the date of filing of the Registration Statement, subject to the consent of the ~~Investors, which consent shall not be unreasonably withheld~~Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least that number of shares of the Common Stock equal to 100% of the Registrable ~~Securities~~Securities issued or issuable (i) upon conversion (without giving effect to any limitations on conversion contained in Article IV.C of the Certificate of Designation) of the Preferred Stock, ~~which~~ (ii) Premium on shares of Series C Preferred Stock, and (iii) upon exercise of the Warrants (without giving effect to any limitations on exercise contained in Section 7 of the Warrants), calculated as of a mutually agreeable date within the five (5) trading days prior to the filing date for any Registration Statement. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall state that ~~such~~ the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of reductions in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Preferred Stock, the terms which cause the Conversion Price to decrease to the extent the Closing Sale Price of the Common Stock decreases). The ~~number~~ parties acknowledge that as of ~~shares~~ the date hereof the SEC's position is that Rule 416 does not permit the registration of ~~Common Stock initially~~ the securities described in clause (ii) of the preceding sentence, and that the Registration Statement will not state that it covers such securities unless the SEC changes its position prior to the filing of the Registration Statement. The Registrable Securities included in ~~such~~ each Registration Statement filed hereunder shall be ~~no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant~~ allocated to the ~~Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the Initial Investors and their counsel prior to its filing or other submission. . Anything in the foregoing paragraph or this Agreement to the contrary notwithstanding, with respect to any Registrable Securities as to which the Closing Date as to the related Preferred Shares and related Warrants has not occurred by the date of filing of the above-mentioned Registration Statement (iithe "First Registration Statement"), the Company shall, not later than sixty (60) If days after the last Closing Date, either file an amendment (including, if permitted, a post-effective amendment) to the First Registration Statement or a new Registration Statement (the "New Registration Statement"), whichever is appropriate, to register under the Securities Act such Registrable Securities and, upon the effectiveness of the New Registration Statement, may use the same prospectus for ~~any reason, despite the Company’s use of its best efforts to include~~ all of the Registrable Securities pursuant to Rule 429 under the Securities Act. Whenever, in this Agreement a reference is made to the Registration Statement, such reference shall refer to the First Registration Statement and, except where the content otherwise requires its exclusion therefrom, as for example, the payments upon a Registration Default as provided in Section 2(a), shall also include the New Registration Statement, provided, however, that the Investors included in the New Registration Statement ~~filed pursuant to~~ shall not have any additional rights, as for example, designating a separate underwriter as provided in Section ~~2 (a)(i~~4(c) ~~above (and subject to Section 3(q) below), the SEC does not permit all~~ or be counted separately in determining a majority-in-interest of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Lifepoint Inc)

Appears in 1 contract

Sources: Registration Rights Agreement (Invitae Corp)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the ~~applicable Filing Deadline~~date which is twenty (20) days after the date of the First Closing under the Securities Purchase Agreement and on or prior to each date which is ten (10) business days after the date of a Subsequent Closing (the date of the First Closing and of each Subsequent Closing are each hereinafter referred to as a "Closing Date"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities underlying the shares of Preferred Stock and the Warrants issued or issuable in connection therewith pursuant to the First Closing and each Subsequent Closing, as the case may be, under the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall ~~state~~ state, to the extent permitted by law and the SEC, that ~~such~~ each Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 1.75 times the ~~aggregate~~ sum of the number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of ~~or otherwise~~ the Warrants issued pursuant to the ~~Warrants~~closing in respect of which it is filed, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Preferred Stock or exercise the Warrants. ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement ~~filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all~~ represents a good faith estimate of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ maximum number of shares issuable upon conversion of the ~~Company shall prepare, and, as soon as practicable but in no event later than~~ Preferred Stock and exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Appears in 1 contract

Sources: Registration Rights Agreement (Infonautics Inc)

Mandatory Registration. (ia) ~~Following~~ No later than thirty (30) days after the ~~Closing Date~~Closing, the Company ~~shall prepare, and, on or prior to the applicable Filing Deadline,~~ will prepare and file with the SEC a ~~Registration Statement (the “Mandatory Registration Statement”)~~ registration statement on Form S-3 (or, if Form S-3 is not then ~~available~~available to the Company, on such form of ~~Registration Statement as~~ registration statement that is then available to effect a ~~Registration~~ registration of all Registrable Shares) for the purpose of registering under the Securities Act all of the Registrable ~~Securities~~Shares for resale by, ~~subject~~ and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"). The Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the ~~consent of the Investors~~Securities Act, ~~which consent shall not be unreasonably withheld) covering the resale~~ any or all of the Registrable ~~Securities, which~~ Shares. Such Registration ~~Statement~~Statement also shall cover, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder (including Rule 416), ~~shall state that such Registration Statement also covers~~ such indeterminate number of additional shares of Common Stock ~~as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution~~ resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant transactions with respect to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionRegistrable Shares. (iib) ~~If for any reason, despite the Company’s~~ The Company agrees to use ~~of its best~~ commercially reasonable efforts to ~~include all of the Registrable Securities in~~ cause the Registration Statement ~~filed pursuant~~ to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, become effective as soon as practicable after filing, but in no event later than one hundred twenty (120) days after filing. (c) The Company shall be required to keep the ~~Additional Filing Deadline~~Registration Statement, ~~file with~~ as amended, effective until such date that is the ~~SEC an additional Registration Statement covering~~ earlier of (i) two years after the ~~resale~~ Closing, (ii) the date when all of the Registrable Shares registered thereunder shall have been sold, or (iii) such time as all the Registrable ~~Securities not already covered~~ Shares held by ~~an existing and effective Registration Statement for an offering to~~ the Investors can be ~~made on a continuous basis~~ sold pursuant to Rule ~~415~~144(k) and without compliance with the registration requirements of the Securities Act (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto). (d) The Company shall not grant any registration rights that are pari passu with or senior to the registration rights of the Investors under this Agreement if such registration rights would adversely affect the Investors' ability to sell Registrable Shares pursuant to the Registration Statement. The Company represents that no stockholders other than the Investors and Griffin have the right to s▇▇▇ ▇▇▇ Common Stock or other securities of the Company pursuant to the Registration Statement.

Appears in 1 contract

Sources: Investor Rights Agreement (Graphon Corp/De)

Mandatory Registration. ~~(i) Following~~ Within 45 days following the Closing ~~Date~~Date (the "FILING DEADLINE"), the Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ file with the ~~SEC~~ United States Securities and Exchange Commission ("SEC") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then ~~available~~ available) to effect a ~~Registration~~ registration of all of the Registrable Securities, ~~subject to the consent of the Investors, which consent shall not be unreasonably withheld)~~ covering the resale of ~~the Registrable Securities~~at least 7,825,000 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder ~~(including Rule 416),~~ shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable ~~upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions (the "INITIAL REGISTRATION STATEMENT"). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed, of~~review by) the Initial Investors and their counsel at least five (5) business days prior to its filing or other submission~~. (ii)~~ . If for any ~~reason~~reason (including, ~~despite~~ but not limited to, a determination by the ~~Company’s use~~ staff of ~~its best efforts to~~ the SEC that all or any portion of the Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in (any such shares that are not included being the ~~Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below~~"UNCOVERED SHARES"), the ~~SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the~~ Company shall ~~prepare, and~~prepare and file with the SEC, as soon as ~~practicable~~ practicable, but in no any event ~~later than~~ within 30 days after becoming aware of the ~~Additional Filing Deadline~~existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), ~~file with~~ either (a) an amendment (the ~~SEC an additional~~ "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement ~~covering~~ effecting a registration of the ~~resale of all Registrable Securities not already covered by an existing and effective~~ Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for ~~an offering~~ acceleration of effectiveness thereof) shall be provided to ~~be made on a continuous basis pursuant~~ the Initial Investors and their counsel for review and comment at least three (3) business days prior to ~~Rule 415~~its filing or other submission. The Company shall use its best efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Gadzoox Networks Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the ~~applicable Filing Deadline~~date (the "FILING DATE") that is thirty (30) calendar days after the Closing, file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~holders of a majority-in-interest of the Registrable Securities, which consent ~~shall~~ will not be unreasonably withheld, conditioned or delayed) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Preferred Shares and exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ (a) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (b) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be ~~no less than~~ two million seven hundred thirty-two thousand two hundred ninety-three (2,732,293), representing the aggregate number of ~~Warrant~~ Conversion Common Shares ~~that are then~~ initially issuable upon conversion of the Preferred Shares and upon exercise of ~~or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise~~ the Warrants. ~~Each~~ The Registration Statement ~~(and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof)~~ shall be provided to (and ~~shall be~~ subject to the ~~approval,~~ approval of (which ~~shall~~ approval will not be unreasonably ~~withheld~~ withheld, conditioned or delayed~~, of~~) the Investors and their counsel prior to its filing or other submission~~. (ii) If for any reason, despite the Company’s~~ . The Company shall use ~~of its best~~ all commercially reasonable efforts to ~~include all~~ obtain effectiveness of ~~the Registrable Securities in~~ the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as ~~practicable~~ practicable, but in no any event not later than the ~~Additional Filing Deadline, file with~~ 105th day after the ~~SEC an additional Registration Statement covering~~ Closing (the ~~resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415~~"REGISTRATION DEADLINE").

Appears in 1 contract

Sources: Registration Rights Agreement (Zix Corp)

Mandatory Registration. (i) Following the ~~Closing~~ date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyers, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities,~~ Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants~~Warrants issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the Warrants, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included ~~in, such~~ in a Registration ~~Statement~~Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Titan Pharmaceuticals Inc)

Mandatory Registration. (i) Following each date on which any Warrants are issued pursuant to the ~~Closing~~ Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the ~~SEC~~ SEC, or have on file with the SEC, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyers, which consent ~~shall~~ will not be unreasonably withheld) ), which may include a shelf registration statement on Form S-3, covering the resale of the Registrable ~~Securities,~~ Securities issued on the applicable Issuance Date which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), and to the extent necessary, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. If any Registration Statement required to be filed is filed pursuant to Rule 415(a)(1)(x) of the Securities Act, the Company may include in such Registration Statement the registration of shares of Common Stock or other securities for sale by the Company for its own account. The number of shares of Common Stock initially included in such Registration ~~Statement~~ Statement, or an applicable prospectus supplement thereto if the shelf registration statement on Form S-3 does not otherwise identify a specific number of shares of Common Stock to be registered, shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants~~Warrants issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the Warrants, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the approval, which shall not be unreasonably ~~withheld or delayed~~withheld, of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission. Notwithstanding anything herein to the contrary, to the extent the Company is eligible to use Instruction I.D. to Form S-3, any Registration Statement or post-effective amendment to a Registration Statement required to be filed hereunder shall be filed pursuant to Instruction I.D. of Form S-3. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included ~~in, such~~ in a Registration ~~Statement~~Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule ~~415~~415 of the Securities Act.

Appears in 1 contract

Sources: Registration Rights Agreement (MAKO Surgical Corp.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the ~~applicable~~ earlier to occur of (i) ten (10) days from Investment Completion Date (as defined in the Securities Purchase Agreement) or (ii) thirty (30) days from the Termination Date (as defined in the Securities Purchase Agreement) (such earlier date being referred to herein as the "Filing ~~Deadline~~Date", file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon ~~exercise~~ conversion of or otherwise pursuant to the Debentures and exercise of the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than an amount equal to two (2) times the ~~aggregate~~ sum of the number of Conversion Shares that are then issuable upon conversion of the Debentures (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time), and the number of Warrant Shares that are then issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants, without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Debentures or exercise the Warrants. ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement ~~filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all~~ represents a good faith estimate of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ maximum number of shares issuable upon conversion of the ~~Company shall prepare, and, as soon as practicable but in no event later than~~ Debentures and upon exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Appears in 1 contract

Sources: Registration Rights Agreement (Idial Networks Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, ~~and,~~ and on or prior to the ~~applicable Filing Deadline~~date which is 45 days after the Closing Date, file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form ~~S-3 (~~S-3, or, if Form S-3 is not ~~then~~ available, Form S-1 or S-2, which, on ~~such form~~ the date of ~~Registration Statement as is then available~~ filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to ~~effect a Registration~~ the sum of (x) the number of shares of Common Stock issuable upon conversion of the ~~Registrable Securities~~Preferred Shares, ~~subject~~ determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the ~~consent~~ limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the ~~Investors~~Certificate of Designations), ~~which consent shall not be unreasonably withheld~~plus (y) ~~covering~~ the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock as the ~~Registrable Securities~~Company shall in its discretion determine to register in connection with the conversion of Dividend Shares, and which Registration ~~Statement~~Statement shall state that, ~~to the extent allowable~~ in accordance with Rule 416 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state that~~ such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and Dividend Shares or exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or by reason of changes in the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. ~~The~~ If at any time the number of shares of Common Stock ~~initially~~ included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed ~~pursuant~~ as provided in the first sentence of this Section 2(a) shall be insufficient to ~~Section 2 (a)(i) above (and subject to Section 3(q) below),~~ cover the ~~SEC does not permit all~~ number of shares of Common Stock issuable on conversion in full of the ~~Registrable Securities to be included in,~~ unconverted Preferred Shares and Dividend Shares or ~~for any other reason any Registrable Securities are not then included in, such Registration Statement~~the unexercised portions of Warrants, then ~~the Company shall prepare~~promptly, ~~and, as soon as practicable~~ but in no event later than 20 days after such insufficiency shall occur, the ~~Additional Filing Deadline,~~ Company shall file with the SEC an additional Registration Statement ~~covering~~ on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2 (which shall not constitute a post-effective amendment to the ~~resale of all Registrable Securities not already covered by an existing and effective~~ Registration Statement ~~for an offering~~ filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be ~~made on a continuous basis~~ the Registration Statement required to be filed by the Company pursuant to ~~Rule 415~~Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a).

Appears in 1 contract

Sources: Registration Rights Agreement (Ivi Publishing Inc)

Mandatory Registration. (i) ~~Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the ~~SEC~~ SEC, as soon as possible after the Initial Closing and no later than July 10, 2000 (the "REQUIRED FILING DATE"), a Registration Statement on Form S-3, if the Company is eligible to use Form S-3, otherwise on an appropriate form, Registering for resale by Investor a sufficient number of shares of Common Stock for Investor to sell the Registrable Securities (or such lesser number as may be required by the SEC, but in no event less than (i) two hundred percent (200%) of the aggregate number of Initial Shares, and (ii) the number of shares of Common Stock that would be issued upon exercise of the Warrant (the ~~“Mandatory Registration Statement”~~"WARRANT SHARES") ~~on Form S-3 (or, if Form S-3 is not then available, on such form~~ at the time of filing of the Registration Statement (assuming for such purposes that the Warrant had been eligible to be exercised and had been exercised in accordance with its terms, whether or not such eligibility or exercise had in fact occurred as ~~is then available to effect a~~ of such date). The Registration of Statement (W) shall include the Registrable Securities, ~~subject to the consent of the Investors~~and (X) shall state that, ~~which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable~~ in accordance with Rule 416 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state that such Registration Statement also~~ it covers such indeterminate number of additional shares of Common Stock as may become issuable ~~upon exercise of or otherwise~~ pursuant to the ~~Warrants or~~ anti-dilution provisions of the Warrant ~~Shares~~ to prevent dilution resulting from stock ~~splits,~~ splits or stock dividends~~, stock issuances or similar transactions~~. The Company will use its reasonable efforts to cause such Registration Statement to be declared effective on a date (a "REQUIRED EFFECTIVE DATE"), which is no later than the earlier of (y) five (5) Business Days after notice by the SEC that it may be declared effective or (z) ninety (90) days after the date of the Initial Closing. (ii) If at any time (an "INCREASED REGISTERED SHARES DATE"), Investor advised the Company that the number of shares of Common Stock ~~initially included in such Registration Statement shall~~ represented by the Registrable Securities, issued or to be ~~no less than~~ issued as contemplated by the Transaction Documents, exceeds the aggregate number of ~~Warrant Shares that are~~ shares of Common Stock then ~~issuable upon exercise of or otherwise pursuant to~~ Registered and provides computation supporting such advice, the ~~Warrants~~Company shall, ~~without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement~~ (~~and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof~~A) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in if the Registration Statement ~~filed pursuant~~ has not been declared effective, after notice from Investor, amend the Registration Statement to ~~Section 2~~ include such additional shares such that the number of shares of Common Stock registered is equal to two hundred percent (~~a)(i~~200%) ~~above~~ of the total Registrable Shares, computed as contemplated by the immediately preceding subparagraph (~~and subject to Section 3(q~~i); or (B) ~~below),~~ if such Registration Statement has been declared effective by the SEC ~~does not permit all~~ at that time, within thirty (30) Business Days from the Company's receipt of ~~the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in,~~ such ~~Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline~~notice, file with the SEC an additional Registration Statement ~~covering~~ (an "ADDITIONAL REGISTRATION STATEMENT") to register two hundred percent (200%) of the ~~resale~~ additional shares of ~~all Registrable Securities not already covered~~ Common Stock, computed as contemplated by ~~an existing and effective~~ the immediately preceding subparagraph (i). The Company will use its reasonable efforts to cause such Registration Statement ~~for an offering~~ to be ~~made~~ declared effective on a ~~continuous basis pursuant~~ date (a "REQUIRED EFFECTIVE DATE") which is no later than (x) with respect to ~~Rule 415~~a Registration Statement under clause (A) of this subparagraph (ii), the Required Effective Date contemplated by the immediately preceding subparagraph (i) and (y) with respect to an Additional Registration Statement, the earlier of (i) five (5) Business Days after notice by the SEC that it may be declared effective or (ii) forty (40) days after the Increased Registered Shares Date.

Appears in 1 contract

Sources: Registration Rights Agreement (Chequemate International Inc)

Mandatory Registration. (i) ~~Following the Closing Date, the~~ The Company shall ~~prepare,~~ prepare and, on or prior to the ~~applicable~~ Initial Filing ~~Deadline,~~ Deadline file with the ~~SEC a~~ SEC, the Initial Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyers, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of 1,000,000 shares of Common Stock representing the ~~Registrable Securities~~Warrant Shares (the “Initial Registration Shares”), which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of ~~additional~~ shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Initial Registration Statement shall be ~~no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants,~~ without regard to any ~~limitations~~ limitation on ~~the Investors’~~ a Buyer’s ability to exercise the Warrants. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (each Buyer and ~~shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their~~ its counsel prior to its filing or other submission. (ii) If for any ~~reason, despite~~ reason the ~~Company’s use of its best efforts to include~~ SEC does not permit all of the ~~Registrable Securities~~ Initial Registration Shares to be included in the Registration Statement filed pursuant to Section ~~2 (a)(i~~2(a)(i) ~~above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in~~above, or for any other reason any Registrable Securities are not then included ~~in, such~~ in a Registration ~~Statement~~Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Exelixis, Inc.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the ~~applicable Filing Deadline~~date (the "FILING DATE") which is fifteen (15) business days after the closing date with respect to the Closing under the Securities Purchase Agreement (the "CLOSING DATE"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Preferred Shares and exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one hundred fifty percent (150%) of the aggregate number of Conversion Shares and Warrant Shares that are then issuable upon conversion of or otherwise pursuant to the Preferred Shares (based on the Conversion Price (as defined in the Certificate of Designation) then in effect and assuming the Company does not default on any of its obligations under this Agreement, the Certificate of Designation or the Securities Purchase Agreement) and the exercise of or otherwise pursuant to the Warrants (based on the Exercise Price (as defined in the Warrants) then in effect), in each case without regard to any limitation on the Investor's ability to convert the Preferred Shares or exercise the Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and exercise of or otherwise pursuant to the Warrants~~, without regard to any limitations on~~ . The Company shall provide the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Initial Investors and their counsel ~~prior to its filing or other submission. (ii) If for any reason, despite the Company’s use~~ with a copy of ~~its best efforts to include all of the Registrable Securities in~~ the Registration Statement ~~filed pursuant~~ and any pre- or post-effective amendment thereto not less than seven (7) business days prior to ~~Section 2~~ the intended filing date and shall provide copies of any supplements not less than two (~~a)(i~~2) ~~above (and subject~~ business days prior to ~~Section 3(q) below),~~ the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415intended filing date.

Appears in 1 contract

Sources: Registration Rights Agreement (Nx Networks Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, ~~on or prior to~~ as soon as practicable but in no event later than 30 days after the ~~applicable Filing Deadline~~date of issuance of the Preferred Shares, file with the SEC a Registration Statement or Registration Statements (~~the “Mandatory Registration Statement”~~as is necessary) on Form S-3 (or, if ~~Form S-3~~ such form is ~~not then available~~unavailable for such a registration, on such other form ~~of Registration Statement~~ as is ~~then~~ available ~~to effect~~ for such a ~~Registration of the Registrable Securities~~registration, subject to the consent of the ~~Investors~~Investors holding a majority of the Registrable Securities and the provisions of Section 2(c), which consent ~~shall~~ will not be unreasonably withheld) ), covering the resale of all of the Registrable Securities, which Registration ~~Statement~~Statement(s) shall state that, ~~to the extent allowable~~ in accordance with Rule 416 promulgated under the ~~Securities~~ 1933 Act ~~and the rules and regulations promulgated thereunder~~ (~~including Rule~~ "RULE 416"), ~~shall state that~~ such Registration ~~Statement~~ Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions, and (ii) if permitted by law, by reason of changes in the Conversion Price or Conversion Rate of the Preferred Shares in accordance with the terms of the Certificate of Designations or changes in the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of the Warrants. ~~The~~ Such Registration Statement shall initially register for resale a number of shares of Common Stock ~~initially included in such Registration Statement shall be no less than~~ equal to at least 200% of the ~~aggregate~~ number of Conversion Shares issued and issuable and 150% of the number of Warrant Shares ~~that are then~~ issued and issuable ~~upon exercise~~ as of ~~or otherwise pursuant to~~ the ~~Warrants,~~ business day immediately preceding the date the Company files the Registration Statement (without regard to any limitations on ~~the Investors’ ability~~ conversions or exercises), subject to ~~exercise the Warrants~~adjustment as provided in Section 3(b). ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ Such registered shares of ~~effectiveness thereof)~~ Common Stock shall be ~~provided to (and shall be subject~~ allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the ~~approval, which~~ resale of the Registrable Securities is declared effective by the SEC. The Company shall ~~not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s~~ use of its best efforts to ~~include all of the Registrable Securities in~~ have the Registration ~~Statement filed pursuant to Section 2 (a)(i~~Statement(s) ~~above (and subject to Section 3(q) below),~~ declared effective by the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as ~~practicable~~ practicable, but in no event later than 90 days after the ~~Additional Filing Deadline, file with~~ issuance of the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415relevant Preferred Shares.

Appears in 1 contract

Sources: Registration Rights Agreement (General Magic Inc)

Mandatory Registration. (i) Following the ~~Closing Date~~issuance of any Warrants pursuant to the Facility Agreement, the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyers, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities,~~ Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants~~Warrants issued on the Issuance Date (as defined herein), without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the Warrants, respectively. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants issued on the applicable Issuance Date and shall be amended if not sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the approval, which shall not be unreasonably ~~withheld or delayed~~withheld, of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included ~~in, such~~ in a Registration ~~Statement~~Statement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Ista Pharmaceuticals Inc)

Mandatory Registration. (i) Following the ~~Closing~~ date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyers, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities,~~ Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants~~Warrants issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the Warrants, respectively. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the approval, which shall not be unreasonably ~~withheld or delayed~~withheld, of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Infinity Pharmaceuticals, Inc.)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or prior to the ~~applicable Filing Deadline~~date which is thirty (30) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities~~Securities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the ~~aggregate~~ sum of the number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of ~~or otherwise pursuant to~~ the ~~Warrants,~~ Warrants without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Preferred Stock or exercise the Warrants. ~~Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration~~ The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement ~~filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all~~ represents a good faith estimate of the ~~Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ maximum number of shares issuable upon conversion and exercise of the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing Preferred Stock and ~~effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415~~Warrants.

Appears in 1 contract

Sources: Registration Rights Agreement (Sigma Designs Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and~~file with the United States Securities and Exchange Commission ("SEC"), on or prior to the ~~applicable~~ date which is thirty days after the Closing Date (the "Filing ~~Deadline, file with the SEC~~ Date") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities, subject to the consent of the ~~Investors, which consent shall not be unreasonably withheld~~Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of ~~the~~ at least 1,231,010 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions (the "Initial Registration Statement"). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant~~ allocated to the ~~Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed, of~~review by) the Initial Investors and their counsel prior to its filing or other submission~~. (ii)~~ . If for any ~~reason~~reason (including, ~~despite~~ but not limited to, a determination by the ~~Company’s use~~ staff of ~~its best efforts to~~ the SEC that the Adjustment Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC" Determination")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in (any such shares that are not included being the ~~Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below~~"Uncovered Shares"), the ~~SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the~~ Company shall ~~prepare, and~~prepare and file with the SEC, as soon as ~~practicable~~ practicable, but in no any event prior to the later ~~than~~ of (x) the ~~Additional Filing Deadline, file with~~ third (3rd) business day after becoming aware of the existence of any Uncovered Shares and (y) the tenth (10th) day after the date on which the Initial Registration Statement is declared effective by the SEC (such later date referred to herein as the "Uncovered Share Filing Date"), either (a) an ~~additional~~ amendment (the "Uncovered Shares Amendment") to the Initial Registration Statement ~~covering~~ effecting a registration of the ~~resale of all Registrable Securities not already covered by an existing and effective~~ Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "Uncovered Shares Registration Statement"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for ~~an offering~~ acceleration of effectiveness thereof) shall be provided to ~~be made on a continuous basis pursuant~~ the Initial Investor and its counsel for review and comment prior to ~~Rule 415~~its filing or other submission. The Company shall use its best efforts to cause the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Microvision Inc)

Mandatory Registration. The Company has prepared and filed with the SEC a Registration Statement on Form S-3 (ithe "FIRST REGISTRATION STATEMENT") ~~Following~~ covering the ~~Closing Date~~resale of in excess of 5,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the exercise of the Initial Warrant which was declared effective by the SEC on December 4, ~~the~~ 1998. The Company shall prepare, and, on or prior to twenty (20) days after the ~~applicable~~ date of the closing of the sale of Series B Preferred Stock (the "Filing ~~Deadline~~Date"), file with the SEC a Registration Statement (the ~~“Mandatory Registration Statement”~~"SECOND REGISTRATION STATEMENT") on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Series B Registrable Securities, subject to the consent of the ~~Investors, which consent shall not be unreasonably withheld~~Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of ~~the Registrable Securities~~4,000,000 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Registration ~~Statement~~ Statements referenced above shall be ~~no less than~~ allocated among the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Purchasers as set forth in Section 11.11 hereof. ~~Each~~ The Registration ~~Statement~~ Statements (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval,~~ approval of (which approval shall not be unreasonably withheld or ~~delayed, of~~denied)) the ~~Investors~~ Initial Purchasers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Valence Technology Inc)

Mandatory Registration. The Company shall utilize best efforts to (i) ~~Following~~ amend the Company's existing Registration Statement on Form S-1 (Registration Statement No. 333-70523) or (ii) to file a Registration Statement on Form S-3, to cover resale of Shares issued to the Purchaser upon conversion of the Debentures and upon exercise of the Warrants; provided, however, that in the event that the resale of the Shares is covered by a Registration on Form S-3 rather than on an amended Registration Statement No. 333-70523, such Registration on Form S-3 shall be declared effective prior to Registration Statement No. 333-70523. The number of Shares to be included in the Registration Statement shall be equal to at least two (2) times the sum of: (i) the number of shares of Common Stock that are issuable upon conversion of the Debentures on the date of filing, without regard to any limitation on any holder's ability to convert the Debentures, and (ii) the Shares issuable upon exercise of the Warrants on the date of filing, without any regard to any limitation on any holder's ability to exercise the Warrants. If the Company shall not succeed in obtaining such approval from the Commission, within thirty (30) days of the Closing Date (the "Required Filing Date"), the Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ file with the ~~SEC~~ Commission a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 ~~(or~~the Shares, ~~if Form S-3 is not then available, on such form of~~ as set forth in the preceding sentence. Such Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which or amended Registration Statement, to as the ~~extent allowable~~ case may be, shall state that, in accordance with Rule 416 under the Securities ~~Act and the rules and regulations promulgated thereunder (including Rule 416)~~Act, ~~shall state that such Registration Statement~~ it also covers such indeterminate number of additional ~~shares of Common Stock~~ Shares as may become issuable upon conversion of such Debentures or exercise of ~~or otherwise pursuant to the~~ such Warrants ~~or the Warrant Shares~~ (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions and (ii) to the extent that is consistent with the interpretations of the Commission of such rule at such time, resulting from any adjustment in the applicable Conversion Price of such Debentures or the Exercise Price of such Warrants. ~~The~~ If at any time one and one-half (1 1/2) times the sum of (i) the number of Shares into which such Debentures may be converted, and (ii) the maximum number of shares ~~of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then~~ issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants, ~~without regard to any limitations on~~ exceeds the ~~Investors’ ability to exercise~~ total number of Shares so registered, the ~~Warrants. Each~~ Company shall (A) if such Registration Statement ~~(and each amendment or supplement thereto~~has not been declared effective by the Commission at that time, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to ~~Section 2~~ the preceding portions of this paragraph, to register such number of Shares as shall equal two (~~a)(i~~2) ~~above~~ times the sum of (I) the number of Shares into which such Debentures may be converted and ~~subject to Section 3(q~~(II) ~~below),~~ the ~~SEC does not permit all~~ maximum number of shares issuable upon exercise of the ~~Registrable Securities to be included in~~Warrants, or ~~for any other reason any Registrable Securities are not then included in,~~ (B) if such Registration ~~Statement, then~~ Statement has been declared effective by the ~~Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline~~Commission at that time, file with the ~~SEC~~ Commission an additional Registration Statement ~~covering the resale~~ on S-3 to register all of ~~all Registrable Securities~~ such Shares that have not already ~~covered~~ been so registered; provided, however, that the determination as to whether the Company is obligated to register additional Shares resulting solely from a diminution in the conversion price of the Debentures shall be determined by ~~an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.~~using the average of the closing

Appears in 1 contract

Sources: Registration Rights Agreement (Advanced Viral Research Corp)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ file with the ~~SEC~~ United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities~~, subject to the consent of the Investors, which consent shall not be unreasonably withheld~~) covering the resale of the ~~Registrable Securities~~Warrant Shares, which Registration Statement, to the extent allowable under the Securities Act and the rules ~~and regulations~~ promulgated thereunder ~~(including Rule 416),~~ shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of ~~or otherwise pursuant to~~ the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions (the "INITIAL REGISTRATION STATEMENT"). The ~~number of shares of Common Stock initially~~ Registrable Securities included in ~~such~~ the Initial Registration Statement shall be ~~no less than~~ registered on behalf of the ~~aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to ~~(and shall be subject to~~ the ~~approval, which shall not be unreasonably withheld or delayed, of) the~~ Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission~~. (ii)~~ . If for any ~~reason~~reason (including, ~~despite~~ but not limited to, a determination by the ~~Company’s use~~ staff of ~~its best efforts to~~ the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company shall use its reasonable efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as to the Initial Registration Statement filed pursuant to this Section ~~2 (a)(i) above (and subject to Section 3(q) below~~2(a), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the ~~Additional~~ ninetieth (90th) calendar day after the Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the 60th day after the Uncovered Shares Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Warrant Shares Registration Rights Agreement (Bam Entertainment Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare,~~ prepare and, on or ~~prior to~~ before the ~~applicable~~ twentieth (20th) day following the Closing Date (the "Filing ~~Deadline~~Date"), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of all of the Registrable Securities, subject to the consent of the ~~Investors, which consent shall not be unreasonably withheld~~Initial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 1,010,000 Registrable Securities (200% of the ~~Registrable Securities~~maximum number of shares of Common Stock issuable upon the full conversion of or otherwise with respect to the Preferred Stock (based on the Conversion Price (as defined in the Certificate of Designation) in effect on the Closing Date), plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Warrants), which Registration Statement, to the extent allowable under the Securities Act and the ~~rules and regulations~~ Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon ~~exercise~~ conversion of ~~or otherwise pursuant to~~ the ~~Warrants or the Warrant Shares~~ Preferred Stock (i) to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar ~~transactions~~transactions or (ii) by reason of reductions in the Conversion Price of the Preferred Stock in accordance with the terms thereof (including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent the Closing Bid Price of the Common Stock decreases). The ~~number of shares of Common Stock~~ Registrable Securities initially ~~included~~ set forth in such Registration Statement shall be ~~no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant~~ allocated to the ~~Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants~~Investors as set forth in Section 11(k) hereof. ~~Each~~ The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Cam Designs Inc)

Mandatory Registration. (ia) ~~Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the SEC ~~a Registration Statement~~ on or before May 7, 2002 (the ~~“Mandatory Registration Statement”~~"Filing Deadline") a registration statement on Form S-3 (or, if --------------- Form S-3 is not then available, on such form of ~~Registration Statement as~~ registration statement that is then available to effect a ~~Registration~~ registration of ~~the~~ all Registrable Securities, subject to ~~the~~ consent of the ~~Investors, which consent shall not be unreasonably withheld) covering the resale~~ Investors holding at least a majority of the Registrable Securities~~, which Registration Statement, to~~ ) for the ~~extent allowable~~ purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the ~~rules and regulations promulgated~~ account of, the Holders as selling stockholders thereunder (~~including Rule 416~~the "Registration Statement"), . The Company ---------------------- shall ~~state that such~~ use best efforts to cause the Registration Statement ~~also covers~~ to become effective as soon as possible after filing. The Company shall keep such ~~indeterminate number~~ registration statement effective at all times until the earlier of ~~additional shares~~ the date on which all the Registrable Securities (i) are sold and (ii) can be sold by all the Holders (and any affiliate of ~~Common Stock as may become issuable upon exercise of or otherwise~~ the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the ~~Warrants~~ preceding sentence is the "Registration Withdrawal Date". ---------------------------- (b) If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the ~~Warrant Shares~~ Company shall issue to ~~prevent dilution resulting from stock splits~~each Holder an additional warrant (on the same terms and conditions as the Warrants, ~~stock dividends~~including the Exercise Price then in effect (a "Registration Warrant")), ~~stock issuances or similar transactions. The~~ to acquire that number of shares of Common Stock ~~initially included in such Registration Statement shall be no less than~~ equal -------------------- to ten percent (10%) of the ~~aggregate~~ number of ~~Warrant Shares that are then~~ shares of Common Stock issuable ~~upon~~ on exercise of ~~or otherwise pursuant~~ the Warrants issued to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionthat Holder. (iic) ~~If for any reason~~At the end of each thirty (30) day period (or a portion thereof) after May 7, ~~despite the Company’s use of its best efforts to include all of the Registrable Securities in~~ 2002, that the Registration Statement has not been filed ~~pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)~~with the SEC, ~~the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then~~ the Company shall ~~prepare~~issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, ~~and~~multiplied by (ii) a fraction, ~~as soon as practicable but in no event later than~~ the ~~Additional Filing Deadline, file~~ numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement was filed with the SEC ~~an additional~~ and the denominator of which is thirty. (d) If the Registration Statement ~~covering~~ has not been declared effective by the ~~resale~~ SEC on or before June 21, 2002, the Company shall issue to each Holder a Registration Warrant to acquire that number of ~~all Registrable Securities not already covered by an existing and effective~~ shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. (e) At the end of each thirty (30) day period (or a portion thereof), after June 21, 2002, that the Registration Statement ~~for an offering~~ has not been declared effective by the SEC, the Company shall issue to ~~be made~~ each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (i) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (ii) a ~~continuous basis pursuant to Rule 415~~fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the SEC and the denominator of which is thirty.

Appears in 1 contract

Sources: Common Stock and Warrant Purchase Agreement (KFX Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall prepare, and, on or ---------------------- prior to the ~~applicable~~ date (the "Filing ~~Deadline~~Date") which is thirty (30) calendar days after the Closing Date (as defined in the Securities Purchase Agreement), file with the SEC a Registration Statement ~~(the “Mandatory Registration Statement”)~~ on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the ~~Securities~~ 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Preferred Shares and exercise of or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ to prevent dilution resulting from stock splits, stock ~~dividends, stock issuances~~ dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one and one-fourth (1 1/4) times the aggregate number of Conversion Shares and Warrant Shares that are then issuable upon conversion of or otherwise pursuant to the Preferred Shares (based on Conversion Price (as defined in the Certificate of Designation) then in effect) and the exercise of or otherwise pursuant to the Warrants, in each case without regard to any ~~limitations~~ limitation on the ~~Investors’~~ Investor's ability to convert the Preferred Shares or exercise the Warrants. ~~Each~~ The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and exercise of or otherwise pursuant to the Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Storage Computer Corp)

Mandatory Registration. (i) Following the ~~Closing~~ date on which any Warrants and/or Notes are issued pursuant to the Facility Agreement, the Securities Purchase Agreement or the Collaboration Agreement (each, an “Issuance Date”), the Company shall prepare, ~~and,~~ and file with the SEC on or prior to the applicable Filing ~~Deadline, file with the SEC~~ Deadline (as defined above) a Registration Statement (the “Mandatory Registration Statement”) on Form ~~S-3~~ S-1 (or, if Form ~~S-3~~ S-1 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Buyers, which consent ~~shall~~ will not be unreasonably withheld) covering the resale of the Registrable ~~Securities,~~ Securities issued on the applicable Issuance Date (as defined above) which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants, conversion of the Notes or otherwise pursuant to the Warrants ~~or the Warrant Shares~~ and/or Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock ~~initially~~ included in such Registration Statement shall be no less than the aggregate number of ~~Warrant Shares~~ shares that are then issuable upon exercise of or the Warrants, conversion of the Notes, and/or otherwise pursuant to the ~~Warrants~~Warrants and/or Notes issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the ~~Warrants~~Warrants or convert the Notes, respectively. ~~Each~~ The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above (the “Limited Registration Statement”), ~~or for any other reason any Registrable Securities~~ the Company will first include in such Limited Registration Statement the maximum amount of Warrant Shares that are ~~not then~~ permitted to be so included, with each Buyer having the right to sell an amount of Warrant Shares under such Limited Registration Statement on a pro rata basis amongst the holders of the Warrants based on the number of shares of Common Stock issuable upon exercise of the outstanding Warrants, and, if additional shares can be included ~~in, such~~ in the Limited Registration Statement, ~~then~~ the Company ~~shall prepare~~will include such additional number of Note Shares as are permitted to be included by the SEC, ~~and~~with each Buyer having the right to sell an amount of Note Shares under such Limited Registration Statement on a pro rata basis amongst the holders of the Notes based on the number of shares of Common Stock issuable upon conversion of the outstanding Notes. For the avoidance of doubt, the Company will have no obligation to register Registrable Shares beyond the registration of Warrant Shares and Note Shares, if any, as ~~soon as practicable but in no event later than the Additional Filing Deadline, file with~~ may be permitted to be registered by the SEC ~~an additional~~ under the Limited Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Statement.

Appears in 1 contract

Sources: Registration Rights Agreement (Tengion Inc)

Mandatory Registration. ~~(i) Following the Closing Date, the~~ The Company shall ~~prepare, and, on or prior to the applicable Filing Deadline,~~ prepare and file with the ~~SEC a Registration Statement~~ Securities and Exchange Commission (the “~~Mandatory Registration Statement~~Commission”) within six (6) months after the date on which a minimum of $4,000,000 has been raised (the “Filing Date”) by the Company in connection with that certain offering described in the Company’s Confidential Offering Memorandum, dated as of October 10, 2006 and as amended in Amendment No. 1 to the Memorandum dated May 1, 2007 (“Amendment No. 1”), Amendment No. 2 to the Memorandum dated October 1, 2007 (“Amendment No. 2”) and Amendment No. 3 to the Memorandum dated November 1, 2007 which incorporates the information presented in Amendment No. 1 and Amendment No. 2 (the “Memorandum”), a Resale Registration Statement on Form ~~S-3~~ SB-2 (or, if Form ~~S-3~~ SB-2 is not then available, on such form of Registration Statement as is then available to effect a ~~Registration~~ registration of the Registrable Securities, subject to the consent of the ~~Investors~~Holders, which consent ~~shall~~ will not be unreasonably withheld~~) covering the resale of the Registrable Securities~~), which Resale Registration Statement, to the extent allowable under the Securities Act of 1933, as amended (the “1933 Act”) and the rules and regulations promulgated thereunder (including Rule ~~416~~415), shall register the Shares, the Warrant Shares, any shares issued to M▇▇▇▇▇ Capital, Ltd. (the “Placement Agent”) and any shares that are issuable to the Placement Agent upon exercise the of Placement Warrants (the Shares, Warrant Shares and any shares issuable to the Placement Agent upon exercise of the Placement Warrants are hereinafter collectively referred to as the “Registrable Securities”) and such Resale Registration Statement shall state that ~~such Registration Statement~~ it also covers such indeterminate number of additional shares of ~~Common Stock~~ the Company’s common stock as may become issuable upon ~~exercise~~ the issuance of ~~or otherwise pursuant~~ additional Units prior to the ~~Warrants or~~ filing of the ~~Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such~~ Resale Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Appears in 1 contract

Sources: Registration Rights Agreement (Infobionics Inc)

Mandatory Registration. (i) Following the ~~Closing~~ date on which any Warrants or Convertible Notes are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing ~~Deadline,~~ Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form ~~S-3~~ S-1 (or, if ~~Form~~ Fom S-3 is ~~not~~ then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldForm S-3) covering the resale of the Registrable ~~Securities~~Securities issued on the applicable Issuance Date, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon exercise of or otherwise pursuant to the Warrants or (ii) upon conversion or otherwise pursuant to the ~~Warrant Shares~~ Convertible Notes, to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock ~~initially~~ included in such Registration Statement shall be no less than the aggregate number of (i) Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the ~~Warrants~~Warrants issued on the Issuance Date, without regard to any ~~limitations~~ limitation on the ~~Investors~~Buyers’ ability to exercise the Warrants, and (ii) Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Convertible Notes issued on the Issuance Date. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and ~~shall be~~ subject to the ~~approval, which shall not be unreasonably withheld or delayed,~~ approval of) the ~~Investors~~ Buyers and their counsel prior to its filing or other submission~~. (ii) If~~ . The Company may seek to register for ~~any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities~~ resale in the Registration Statement ~~filed pursuant~~ up to ~~Section 2~~ an additional 11,730,384 shares of Common Stock in the aggregate purchased by investors on the date of this Agreement and issuable upon exercise of certain warrants issued to such investors on the date hereof as well as upon the exercise of certain placement warrants issued on the date hereof (~~a)(i) above (and subject to Section 3(q) below~~the “Other Shares”), ~~the SEC does~~ but shall otherwise not ~~permit all of~~ include any additional securities other than the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Cytomedix Inc)

Common use of Mandatory Registration Clause in Contracts