Obligation to File. As soon as possible after the Commencement ------------------ Date, but in no event later than 60 days after the Commencement Date, the Company will cause to be filed with the Commission a registration statement under Rule 415 of the Securities Act for the exchange of all of the Issuee OP Units then owned by Issuee for Company Common Stock (the "Shelf Registration"). The Company shall use its reasonable best efforts to cause the Shelf Registration to become effective, and keep the Shelf Registration continuously effective until the exchange of all of the Issuee OP Units for Company Common Stock registered thereunder has been completed. During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.
Obligation to File. At any time following the Commencement Date, promptly upon the written request of Buyer, the Company will use its reasonable best efforts to file with the Commission a registration statement under the Securities Act for the offering of all of the Registrable Securities which Buyer requests to be registered (the "Demand Registration"). The Demand Registration shall be on an appropriate form and the Demand Registration and any form of prospectus included therein shall reflect such plan of distribution or method of sale as Buyer notifies the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyer, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the seller undertakes to effect registration after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the seller undertakes to effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act, if available, in connection with which the seller undertakes to effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its reasonable best efforts to cause the Demand Registration to become effective, and, upon the request of Buyer, keep the Demand Registration effective for up to 90 days, unless the distribution of securities registered thereunder has been earlier completed; provided, however, that if such Demand Registration will require the Company to prepare or file audited financial statements with respect to any fiscal year by a date prior to the date on which the Company would otherwise be required to prepare and file such audited financial statements, then Buyer must notify the Company at least thirty days in advance of the date upon which such audited financial statements will be required to be filed. During the period during which the Demand Registration is effective, the Company shall supplement or make amendme...
Obligation to File. Concurrent with DWR’s filings referenced in Section VII(G), subject only to Sections VII(H)(2) and (3), and provided Plaintiffs have not challenged the Return to Writ (under the procedures set forth in Section VII(I)), Plaintiffs shall file with the Superior Court a pleading consenting to entry of an order discharging the writ of mandate (the “Consent to Entry of Order Discharging Writ”).
Obligation to File. As soon as possible after the Effective Time, but in no event later than 45 days after the Effective Time, the Company will cause to be filed with the Commission a registration statement (the “Shelf Registration”) under Rule 415 of the Securities Act for the resale by the Issuee of the Company Common Stock received, or to be received, by the Issuee upon exchange of the Issuee OP Units (the “Issuee Stock”). The Company shall use its reasonable best efforts to cause the Shelf Registration to become effective, and keep the Shelf Registration continuously effective until the earlier of (i) the date on which the Issuee may sell all the Issuee Stock without registration and without restriction by the volume limitations of Rule 144(e) of the Securities Act or such time as all the Issuee Stock has been sold pursuant to the Shelf Registration. During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.
Obligation to File. 18 3.3.2 Maintenance of Effectiveness........................ 19
Obligation to File. At any time following the issuance of Warrants pursuant to the Warrant Agreement, promptly upon the written request of holders of a majority of the then outstanding Registrable Securities, the Company will use its reasonable best efforts to file with the SEC a Registration Statement under the Securities Act for the offering of all of the Registrable Securities which such holders request to be registered (the "Demand Registration"), provided, that the number of Registrable Securities to be registered (i) are not less than 200,000 or (ii) if less than 200,000, constitutes all of the remaining Registrable Securities. The Demand Registration shall be on an appropriate form and the Demand Registration and any form of prospectus included therein shall reflect such plan of distribution or method of sale as such holders notify the Company, including the sale of some or all of the Registrable Securities in a public offering. The Company shall use its reasonable best efforts to cause the Demand Registration to become effective, and, upon the request of any of such holders, keep the Demand Registration effective for up to 60 days, unless the distribution of securities registered thereunder has been earlier completed. During the period during which the Demand Registration is effective, the Company shall supplement or make amendments to the Demand Registration, if required by the Securities Act, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. Notwithstanding the foregoing, the Company shall have the right to delay any Demand Registration for a period of not more than 90 days after the date of any request to register the Registrable Securities pursuant to the Demand Registration, if, at the time of such request, the Company is preparing, or within ten days thereafter engages an underwriter, and commences in good faith to prepare,
Obligation to File. The Company agrees to file with the SEC, as soon as practicable, but in no event later than the Filing Date, a Registration Statement for a resale offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Act covering all of the Registrable Shares (the "Shelf Registration"). The Shelf Registration shall be on Form S-3 under the Act or another appropriate form permitting registration of such Registrable Shares for resale by the Holders of Registrable Shares in the manner or manners
Obligation to File. 6 Section 3.2 Underwriting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.3 Black-Out Periods of Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.4 Black-Out Periods of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.5 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE 4 Incidental Registration Section 4.1 Notification and Inclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 4.2 Cut-back Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.3 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.4
Obligation to File. If, with respect to Registerable Securities at any time, and from time to time thereafter, the Company shall receive from Buyer a written request for the Company to effect any registration, qualification or compliance with respect to Registerable Securities with respect to at least $5,000,000 in expected aggregate offering price (as determined based on the highest closing price of the Company Common Stock on a public exchange within five business days of such written request) to the public, net of underwriters' discounts and commissions), or the equivalent thereof if such Registerable Securities include or are composed solely of Company Preferred Stock or other securities, then held by Buyer or the Advancing Party, then, at a time specified in such request but not before the earlier of (a) the first anniversary of the Qualified Underwritten Offering and (b) the second anniversary of the Initial Closing, the Company will use reasonable efforts to effect all such registrations, qualifications and compliances when so specified in such request, subject as aforesaid and provided that the Company shall have at least 120 days after such request (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with regulations issued under the Securities Act and any other governmental requirements or regulations) to effect all such registrations, qualifications and compliances as would permit or facilitate the sale and distribution of Registerable Securities as are specified in such request; provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Article 3:
Obligation to File. On or prior to the 60th day following the consummation of the Public Transaction (as defined in the Company's Private Placement Memorandum, dated September 1, 2005) (the "Filing Date") the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") a "resale" Registration Statement (the "Registration Statement") covering the Shares together with any additional shares of Common Stock issued in a stock split or stock dividend (collectively, "Registrable Securities") for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2, S-1, S-2 or S-3. The Company shall use commercially reasonaxxx xxxxxxx xo cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the "Securities Act") as promptly as possible after the filing thereof, but in any event prior to the 105th day following the Filing Date (the "Effectiveness Date"), and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold, (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect and (z) the second anniversary of the Effectiveness Date (such period, the "Effectiveness Period").
