First Registration Statement. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC a Registration Statement on Form S-1 or Form S-3 covering the resale of all of the Registrable Securities (excluding the Warrant Shares), all of which shall constitute Common Stock (“First Registration Statement”). In the event that Form S-1 or Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d).
First Registration Statement. The First Registration Statement shall have been declared effective under the Securities Act by the Commission no later than the 90th day following the Closing Date and shall have remained effective (and the prospectus therein shall have remained available for use by the applicable Purchasers to resell Shares and Underlying Shares issuable upon exercise of the Closing Warrants and the First Warrants and conversion of the Unsecured Debentures thereunder) at all times, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time prior to the First Settlement Date.
First Registration Statement. If (A) the First Registration Statement is (B) not filed with the Commission on or before the either the First Filing Deadline (a “First Filing Failure”), or (C) is not declared effective by the Commission on or before the First RS Effectiveness Deadline (an “First Effectiveness Failure”) or (D) on any day after the Effective Date sales of all of the First RS Shares required to be included on such First Registration Statement cannot be made (other than during an Allowable Suspension Period (as defined in Section 5.11)) pursuant to such First Registration Statement or otherwise (including as a result of a failure to keep such First Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such First Registration Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “First Maintenance Failure”) then, as relief for the damages to any Investor by reason of any such delay in or reduction of its ability to sell such First RS Shares, the Company shall pay to each Investor relating to such First Registration Statement an amount in cash equal to $0.005 per First RS Share then held by the Investor, or issuable to such Investor upon (x) conversion of the Preferred Shares held by the Investor or (y) exercise of Initial Warrants held by the Investor, which First RS Share is covered by such First Registration Statement on each of the following dates: (i) the day of a First Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such First Filing Failure is cured; (ii) the day of an First Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such First Effectiveness Failure is cured; and (iii) the initial day of a First Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such First Maintenance Failure is cured. The payments to which an Investor shall be entitled to pursuant to this Section 7.9(a)(i) are referred to herein “First RS Registration Delay Payments.” First RS Registration Delay Payments shall be paid on the earlier of (x) the last day of the calendar month during which such First RS Registration Delay Payments are incurred and (y) the third business day after the event or failure giving rise to the Fi...
First Registration Statement. The Company shall use its best efforts to file a Registration Statement with respect to the following Registrable Securities within 45 days after the closing of the Merger, and to cause such Registration Statement to be declared effective by the SEC no more than 120 days (or 150 days, in the SEC elects to review such registration statement), after the closing of the Merger (the “First Registration Statement”):
First Registration Statement. On or before the end of the 20 calendar day period immediately following the First Sale, the Company shall file with the SEC a registration statement (the "FIRST REGISTRATION STATEMENT") on Form S-3 if such form is then available to the Company and, if not, on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Conversion Shares, and the Incentive Warrant Shares, in accordance with the intended method of distribution of such securities. The aggregate number of shares of Common Stock to be registered under the First Registration Statement shall be 5,500,000;
First Registration Statement. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC under the 1933 Act, a Registration Statement on Form S-1 or Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-1 or Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Investors.
First Registration Statement. The First Registration Statement shall have been declared effective under the Securities Act by the Commission no later than the 150th day following the Execution Date and shall have remained effective (and the prospectus therein shall have remained available for use by the Purchaser to resell Initial Shares and Underlying Shares issuable upon conversion of the Initial Debentures) at all times, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time prior to the Closing Date. The Company shall notify the Purchaser in writing at such time as the Commission shall communicate to the Company that the First Registration Statement may go effective.
First Registration Statement. On or before the end of the 20 ---------------------------- calendar day period immediately following the Subscription Date, the Company shall file with the SEC a registration statement (the "First Registration Statement") on Form S-3 if such form is then ---------------------------- available to the Company and, if not, on such form promulgated by the SEC for which the Company qualifies, that counsel for the Company shall deem appropriate and which form shall be available for the sale of all Note Conversion Shares into which the Initial Convertible Note may be converted and the Incentive Warrant Shares relating to the Initial Incentive Warrant in accordance with the intended method of distribution of such securities. The aggregate number of shares of Common Stock to be registered under the First Registration Statement shall be 4,000,000;
First Registration Statement. The Company shall:
First Registration Statement. On or before January 15, 1999, the Company shall use all commercial efforts to prepare and file a Registration Statement on Form S-3 (or, if Form S-3 is not available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities issued or issuable pursuant to the First Closing, subject to the consent of Purchaser, which consent will not be unreasonably withheld) as a "shelf" registration statement under Rule 415 covering the resale of at least the number of shares of Registrable Securities consisting of (i) the Funded Shares issued pursuant to the First Closing and (ii) the Warrant Shares issuable upon exercise in full of the Warrant issued pursuant to the First Closing. The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect exercise of such Warrant in full to prevent dilution resulting from stock splits, stock dividends or similar events.
