Certain Registrations Clause Samples
Certain Registrations. (a) Subject to the terms and conditions hereof (including the restrictions set forth in Section 2.4(b)), within six (6) months following the Effective Time under the Seadrift Merger Agreement, the Company shall include the Shares owned by the Principal Holders, NM and DM, and their Related Parties in any then effective director and officer shelf registration statement and in any future effective director and officer shelf registration statement, provided the Board Nominee remains a director (each, “D&O Shelf Registration”), which the Company maintains for resales of Common Stock by its directors and officers, and such Shares shall be included on the same basis, and subject to the same restrictions (including restrictions on sales thereunder), as the Common Stock included therein held by officers and directors of the Company. The Company shall have no obligation to maintain the effectiveness of any D&O Shelf Registration.
(b) Subject to the terms and conditions hereof, the Company shall file with the Commission, no later than five (5) days after the Effective Time under the Seadrift Merger Agreement, a registration statement on Form S-3ASR (or Form S-3 or any other form for which the Company then qualifies) covering the resale of the Registrable Securities held by each Seadrift Class A Holder and Seadrift Class B Holder for offerings to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (together with any amendments and supplements thereto, and including any documents incorporated by reference therein, the “Seadrift Class A/B Shelf Registration Statement”) and shall use its reasonable best efforts to cause the Seadrift Class A/B Shelf Registration Statement to be declared effective under the Securities Act immediately upon the filing thereof (in the case of a registration statement on Form S-3ASR) or within thirty (30) days after filing (in the case of a registration statement on any other form), and keep the Seadrift Class A/B Shelf Registration Statement continuously effective, supplemented and amended as necessary to ensure that it is available for resales of Registrable Securities by each such Holder and ensure that it conforms with the requirements of this Agreement and the policies, rules and regulations of the Commission as announced from time to time, for a period of the lesser of six (6) months after such Effective Time or until such time as all of such Registrable Securities have been sold under the Seadrift Class ...
Certain Registrations. The Company agrees that any registration by the Company pursuant to Section 1.2 of the Investor Rights Agreement shall constitute a registration for which the Company shall give the New Investors notice and the opportunity to participate under, and in accordance with the provisions of, Section 1.3 of the Investor Rights Agreement.
Certain Registrations. Ascot agrees to file and/or maintain effective registration statements under the Securities Act of 1933 with respect to shares of Purchasers Common Stock issued or issuable:
(a) to former officers and directors pursuant to the exercise of stock options or warrants;
(b) to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Associates, Inc. pursuant to a finder's fee agreement dated September 4, 1997;
(c) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ set forth in Section 4.15 above;
(d) to employees pursuant to other stock plans which are in effect on the date of the Agreement.
Certain Registrations. All “U/L,” “CSA,” “CE” and other similar registrations, approvals, listings and filings which relate exclusively or primarily to the Business, including as described on Schedule 1.1(i); and
Certain Registrations. If any shares of Common Stock or other securities issuable hereunder required to be reserved for the purposes of exercise of this Warrant require registration with or approval of any governmental authority under any federal law (other than the Securities Act) or under any state law (other than securities or Blue Sky laws) before such shares or other securities may be issued upon exercise of this Warrant, the Company will, at its expense and as expeditiously as possible, cause such shares or other securities to be duly registered or approved, as the case may be.
Certain Registrations. (a) Notwithstanding anything to the contrary in this Agreement or any Transaction Document, but subject to Section 5.18(b), Purchaser shall be responsible, at Purchaser’s sole cost and expense, for preparing and filing all instruments and documents necessary to effect the assignment of the Business Intellectual Property and Product Registrations to Purchaser and its Affiliates, including the execution and legalization of any and all assignment documents, powers or attorneys, and associated documents necessary or beneficial for the assignment and recordal of the Business Intellectual Property at Intellectual Property registries with Governmental Entities.
(b) Promptly after the Closing (but in any event no later than five (5) Business Days following the Closing), Seller shall provide a complete copy of the Product NDAs, including supplements and records that are required to be kept under 21 C.F.R. 314.81, INDs, ODD, breakthrough therapy designations, fast track designations and clinical trial applications to Purchaser, and (ii) promptly after the date on which Seller provides the items described in clause (i) to Purchaser (but in any event no later than three (3) weeks following such date), Seller shall file, or cause to be filed, with the applicable Governmental Entities the Seller Regulatory Letters, and provide a copy of the as-filed Seller Regulatory Letters to Purchaser. In connection with the foregoing, Purchaser shall use commercially reasonable efforts to promptly after the date on which Seller provides the items described in clause (i) to Purchaser file, or cause to be filed, with the applicable Governmental Entities, the Purchaser Regulatory Letters and provide a copy of the as-filed Purchaser Regulatory Letters to Seller.
(c) After the Closing and until the date of transfer of each Product Registration included in the Purchased Assets, each Party shall, or shall cause its applicable Affiliate to or cause to be provided, a copy of all relevant correspondence with any Governmental Entity relating to such Product Registration to the other Party as soon as reasonably practicable, and in any event within five (5) Business Days of the delivery or receipt of any such correspondence.
(d) Seller shall, and shall cause its Affiliates and its and their respective employees to, reasonably cooperate with Purchaser and its Affiliates in connection with the foregoing, including the execution and legalization of any and all assignment documents, powers or attorn...
Certain Registrations