Filing of the Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. [ ]), which contains a form of prospectus to be used in connection with the Offering. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto contained in the registration statement at the time such registration statement became effective, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Securities Act Regulations”), and including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, or pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Exchange Act Regulations”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto, or, if no filing pursuant to Rule 424(b) under the Securities Act is required, the form of final prospectus relating to the Offering included in the Registration Statement at the effective date of the Registration Statement (“Effective Date”), is called the “Prospectus.” All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the preliminary prospectus included in the Registration Statement (each, a “preliminary prospectus”), the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The preliminary prospectus that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” Any reference to the “most recent preliminary prospectus” shall be deemed to refer to the lat...
Filing of the Registration Statement. Upon the terms and subject to the conditions set forth in this Agreement, the Company shall file with the Commission within sixty (60) calendar days after the Closing Date a registration statement on Form S-3 under the Securities Act or such other form as deemed appropriate by counsel to the Company for the registration for the resale by the Investor of the Registrable Securities (the “Registration Statement”).
Filing of the Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (File No. 333-137861), which contains a form of prospectus to be used in connection with the public offering and sale of the Units. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, and the documents incorporated by reference in the prospectus contained in the registration statement at the time such registration statement became effective, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "SECURITIES ACT"), and including any required information deemed to
Filing of the Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. ), which contains a form of prospectus to be used in connection with the public offering and sale of the Units. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, and the documents incorporated by reference in the prospectus contained in the registration statement at the time such registration statement became effective, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term
Filing of the Registration Statement. Upon the terms and subject to the conditions set forth in this Agreement, the Company shall file with the SEC within nine (9) months following the date hereof a registration statement on such form chosen by the Company and deemed appropriate for the registration for the resale by the Investor of the Registrable Securities (the "Registration Statement").
Filing of the Registration Statement. Upon the terms and subject to the conditions set forth in this Agreement, the Company shall file with the Commission within sixty (60) calendar days after the Closing Date an initial registration statement on Form S-3 under the Securities Act or such other form as deemed appropriate by counsel to the Company and reasonably acceptable to the Investor for the registration for the resale by the Investor of Registrable Securities in an amount not to exceed 19.99% of the shares of Common Stock outstanding on the date hereof (the “Registration Statement”) for the registration for the resale by the Investor of Registrable Securities in an amount not to exceed 19.99% of the shares of Common Stock outstanding on the date hereof (the “Registration Statement”).
Filing of the Registration Statement. Upon the terms and subject to the conditions set forth in this Agreement, the Company shall file with the Commission within ninety (90) calendar days after the Closing Date a registration statement on Form S-3 under the Securities Act or such other form as deemed appropriate by counsel to the Company for the registration for the resale by the Investor of the Registrable Securities (the “Registration Statement”), provided, however, that the Company’s obligations in this Article I are subject to any limitations on the Company’s ability to register the full complement of such Registrable Securities in accordance with Rule 415 under the Securities Act or other regulatory limitations.
Filing of the Registration Statement. Notwithstanding anything to the contrary contained in the Stock Purchase Agreement or the Registration Rights Agreement, ALHI agrees that IMSI shall not be required to file the Registration Statement until September 30, 2004. IMSI acknowledges that IMSI shall use it best efforts to prepare the Registration Statement in accordance with the SEC’s regulations thereof and IMSI acknowledges that the Registration Statement, when filed, shall contain therein, IMSI’s audited financial statements for its fiscal year ended June 30,
Filing of the Registration Statement. At any time after the date hereof, any Holder may request registration under the Securities Act of the Registrable Shares with respect to at least fifty percent (50%) of such Holder’s Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, of at least $1.0 million. Upon receipt of such request, the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holder, (ii) cause to be prepared and filed with the Commission a Registration Statement on Form S-3 (or, if the Company is not eligible to use Form S-3, on Form S-1) as soon as practicable and in any event within thirty (30) days of such request (the “Filing Deadline”) for purposes of registering for sale to the public the Registrable Shares that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and (iii) use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable thereafter and in any event no later than ninety (90) days after the date of such request. If the Company files the Registration Statement on Form S-1 and subsequently becomes eligible to use Form S-3, the Company shall file a post-effective amendment to such Form S-1 on Form S-3 and use its commercially reasonable efforts to cause the Registration Statement, as so amended, to become effective within thirty (30) days of the filing thereof. Subject to any Commission comments, the foregoing Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in such Registration Statement without such Holder’s prior written consent. If the Registration Statement covering the Registrable Shares is not filed with the Commission on or prior to its Filing Deadline, the Company will make pro rata payments to each Holder that requested that its Registrable Shares be included on such Registration Statement, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Holder pursuant to the Purchase Agreement for each 30-day period or ...
Filing of the Registration Statement. Upon the terms and subject to the conditions set forth in this Agreement, the Company shall file with the U.S. Securities and Exchange Commission (the “Commission”), within six months after the date hereof, a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), or such other form as deemed appropriate by counsel to the Company for the registration (the “Registration Statement”) for the resale by the Investor of the securities purchased pursuant to the Subscription Agreement and shares acquired pursuant to the exercise of the Warrant (the “Registrable Securities”).
