Subsequent Registrations Sample Clauses

Subsequent Registrations. Other than pursuant to the Registration Statement, prior to the Effective Date, the Company may not file any registration statement (other than on Form S-8) with the Commission with respect to any securities of the Company.

Subsequent Registrations. Other than pursuant to the Registration Rights Agreement, prior to the first to occur of (a) the Effective Date of a Registration Statement resulting in all Registrable Securities (as defined in the Registration Rights Agreement) being registered for resale pursuant to one or more effective Registration Statements or (b) such time as all Registrable Securities may be sold by the Investors without volume restrictions pursuant to Rule 144, the Company may not file any registration statement (other than on Form S-8) with the Commission with respect to any securities of the Company.

Subsequent Registrations. The Company may not file any registration statement with the Commission with respect to any securities of the Company prior to the time that all Registrable Shares are registered pursuant to one or more effective Registration Statement(s), and the prospectuses forming a portion of such Registration Statement(s) is available for the resale of all Registrable Shares.

Subsequent Registrations. If as result of an SEC Staff policy, rule or regulation or for any other reason, the Company is unable to register all of the Investor’s Registrable Securities (as defined in the Registration Rights Agreement), then upon the earlier of (i) 30 days (or such earlier time as is permitted by the Staff of the SEC or any rule of the SEC) after any Resale Registration Statement filed pursuant to the Registration Rights Agreement is declared effective by the SEC, or (ii) when the registered but not issued Underlying Shares fall below 50% of the amount covered by the effective Resale Registration Statement(s), the Company shall file another Resale Registration Statement including all of the remaining Registrable Securities of the Investor and comply with the terms and conditions set forth in the Registration Rights Agreement.

Subsequent Registrations. (a) The Company shall not, directly or indirectly, without the prior written consent of the Purchasers, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its or its Affiliates' equity or equity-equivalent securities (including the issuance of any debt or other instrument is at any time over life thereof convertible into or exchangeable for Common Stock or any other transaction intended to be exempt or not subject to registration under the Securities Act (a "SUBSEQUENT PLACEMENT") for a period of 180 days after the later to occur of the Effectiveness Date (as defined in the Registration Rights Agreement) and the date that the Commission first declares effective an Underlying Shares Registration Statement, except (i) the granting of options or warrants to employees, consultants, officers and directors, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereinafter duly adopted by the Company, (ii) shares of Common Stock issuable upon exercise of any currently outstanding warrants and upon conversion of any currently outstanding convertible securities of the Company, in each case only if such security is disclosed in SCHEDULE 2.1(c), (iii) shares of Common Stock or Common Stock Equivalents (as defined in the Debentures) permitted to be issued without giving rise to an Event of Default under Sections 3(a)(xii) or 3(a)(xiii)(a) of the Debentures, and (iv) shares of Common Stock issuable upon conversion of Debentures, as payment of interest thereon and upon exercise of the Warrants in accordance with the Debentures or the Warrants, respectively, unless (A) the Company delivers to the Purchasers a written notice (the "SUBSEQUENT PLACEMENT NOTICE") of its intention effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchasers shall not have notified the Company by 5:00 p.m. (New York City time) on the tenth (10th) Trading Day after their receipt of the Subsequent Placement Notice of their willingness to cause the Purchasers to provide (or to cause its sole designee to provide), subject to comple...

Subsequent Registrations. Upon the written request (a “Registration Request”) of any Participating Affiliate that purchases Registrable Securities after the effective date of a Registration Statement filed pursuant to Section 2.1, the Company shall use reasonable efforts to prepare and file with the Commission, no later than the Filing Date, a Registration Statement covering the resale of such Registrable Securities as would permit the sale and distribution of all such Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by any such Participating Affiliate. Each such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Company shall use reasonable efforts to cause each Registration Statement filed by it pursuant to this Section 2.2 to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Date, and, subject to Section 3.1(i) hereof, to keep such Registration Statement continuously effective under the Securities Act for the duration of the Effectiveness Period with respect to such Registration Statement. By 5:30 p.m., Eastern Time, on the Business Day following the effective date of each Registration Statement filed pursuant to this Section 2.2, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.

Subsequent Registrations. Other than pursuant to the Registration Statement, prior to the Effective Date (as defined in the Registration Rights Agreement) and during the Effectiveness Period (as defined in the Registration Rights Agreement) at any point when the Purchasers are required to discontinue use of the Registration Statement pursuant to the Registration Rights Agreement, the Company may not file any registration statement (other than on Form S-8) with the Commission with respect to any securities of the Company.

Subsequent Registrations. If, for any reason, the SEC does not permit the registration of any specific component of the Registrable Securities, such excluded Registrable Securities shall be registered by the Company at the earliest possible time thereafter.

Subsequent Registrations. The Company may not file any registration statement (other than on Form S-8) with the Commission with respect to any securities of the Company prior to the time that all Shares are registered pursuant to one or more effective registration statement(s), and the prospectuses forming a portion of such registration statement(s) is available for the resale of all Shares, except that if an Investor declines in writing to include their Shares in a registration statement, then this Section 4.4 hereafter ceases to apply to the Shares of such Investor (other than if such Investor declines to include its Shares because such Investor was unwilling to be named as an underwriter in such Registration Statement).