Registration and Sale Sample Clauses

Registration and Sale. Subject to the limitations set forth in this Section 2(a) and Sections 2(c) and 7(h) below, the Company shall file as soon as reasonably practicable after the Closing Date but in no event later than 180 days (the “Filing Date”) of the Closing Date, a Registration Statement on Form S-3 (or comparable or successor short form registration statement or other registration statement should Form S-3 be unavailable) under the Securities Act to register for resale all Registrable Securities (a “Registration Statement”), unless the Company is unable to do so as a result of the Commission being unable to accept such filing due to unavoidable downtime of the XXXXX filing system through no fault of the Company and such obligation to file the Registration Statement shall be extended until such delay is resolved. The Company shall use its commercially reasonable efforts to cause each Registration Statement to become effective as soon as possible after filing and to remain effective for the period ending on the earlier of (x) the Termination Date (as defined below) and (y) the date on which there are no Registrable Securities covered by the Registration Statement, provided that the Company shall not be required to maintain the effectiveness of a Registration Statement to the extent that a subsequently filed Registration Statement registers the resale of the Registrable Securities.
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Registration and Sale. 2.1 The Company shall take all actions required so that the Registration Statement is declared or ordered effective by the Commission in order to enable the sale by the Stakeholders of the Registration Shares.
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Registration and Sale. Section 2.01. Registration Request. 1 Section 2.02. Registration. 1 Section 2.03. Expenses. 2 Section 2.04. Conditions. 2 Section 2.05. Rating. 3 Section 2.06. Blackout Periods. 3
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Registration and Sale. In its sole discretion, the Company shall prepare --------------------- and file with the Commission the Registration Statement covering the sale by the Stockholders of the Registration Shares.
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Registration and Sale. (i) Subject to the limitations set forth in this Section 2(a)(i) and in Sections 2(a)(ii) and (iii) and Section 7 below, the Company shall file, (x) within sixty days (the “Filing Date”) of the Effective Date, a Registration Statement on Form S-3 (or comparable or successor form) under the Securities Act to register for resale all Registrable Securities (other than the Additional Shares), and (y) within thirty days following each issuance of Additional Shares, a Registration Statement on Form S-3 (or comparable or successor form) under the Securities Act to register for resale all Registrable Securities (other than the Additional Shares not issued under the Merger Agreement) (each, a “Registration Statement”). The Company shall use its reasonable best efforts to cause each Registration Statement to become effective as soon as possible after filing and to remain effective for the period ending on the earlier of (x) the Termination Date (as defined below) and (y) the date on which there are no Registrable Securities covered by the Registration Statement, provided that the Company shall not be required to maintain the effectiveness of a Registration Statement to the extent that a subsequently filed Registration Statement registers the resale of the Registrable Securities. The Registration Statement shall be filed as a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) and shall cover the disposition of all Registrable Securities covered by the Registration Statement in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may reasonably be specified by the Required Stockholders; provided, however, that the Required Stockholders may not request an underwritten offering (i) unless the underwritten offering is for the sale of Registrable Securities and would result in gross proceeds of at least $50,000,000 (exclusive of underwriter fees, discounts and commissions) and (ii) such underwritten offering shall not take place any time during the six month period immediately following the date of this Agreement; provided that the Required Stockholders may not request more than one underwritten offering in any twelve-month period. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective (in accordance with the last sentence of the first paragraph of this Section 2(a)(i)), and in further...
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Registration and Sale. Not later than 45 days following the date hereof, NEXAR shall prepare and file with the Commission an amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 20, 1996 (File No. 333-18489) (as amended from time to time, the "Registration Statement") covering the sale under Rule 415 promulgated under the Securities Act and pursuant to the Selling Security Holders' Prospectus (as defined in the Registration Statement), by the Holders of the Restricted Securities sold to the Holders (the "Registrable Securities"); provided, however that if NEXAR shall furnish to the Holders a certificate signed by the President of NEXAR stating that in the good faith judgment of the Board of Directors of NEXAR it would be seriously detrimental to NEXAR or its stockholders for such an amendment to the Registration Statement to be filed in the near future, then NEXAR's obligation to file such amendment shall be deferred for a period not to exceed 90 days from the date such certificate is furnished to the Holders.
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Registration and Sale 
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Related to Registration and Sale

  • Registration and Sale of Additional Shares The Fund will from time to time use its best efforts to register under the 1933 Act such number of Shares not already so registered as you may reasonably be expected to sell on behalf of the Fund. You and the Fund will cooperate in taking such action as may be necessary from time to time to comply with requirements applicable to the sale of Shares by you or the Fund in any states mutually agreeable to you and the Fund, and to maintain such compliance. This Agreement relates to the issue and sale of Shares that are duly authorized and registered under the 1933 Act and available for sale by the Fund, including redeemed or repurchased Shares if and to the extent that they may be legally sold and if, but only if, the Fund sees fit to sell them.

  • Registration and Listing 15 Section 3.3

  • Registration and Transfer (a) The Registrar shall maintain, as agent of the Issuer for the purpose, at the Registrar’s office in London, a register for (i) registering and maintaining a record of the aggregate holdings of all DTC Global Securities and the International Global Securities, (ii) registering transfers between holders of the Global Securities, (iii) registering and maintaining a record of the aggregate holdings of all definitive registered Securities, (iv) registering transfers between holders of the definitive registered Securities and (v) registering and maintaining a record of any further issues of Securities pursuant to Section 9 hereof and any subsequent transfers thereof. In addition, the Registrar will (i) maintain and promptly update the respective Schedules to the DTC Global Securities and the International Global Securities, and (ii) ensure that the sum of the respective aggregate principal amounts shown by the latest entry in the respective Schedules to the DTC Global Securities and the International Global Securities does not exceed $1,500,000,000, plus the aggregate principal amount of any additional Securities issued by the Issuer in accordance with Section 9 hereof, at any one time. Upon presentation for the purpose at the said office of the Registrar of any Security duly endorsed by, or accompanied by delivery of a written instrument of transfer in form approved by the Registrar duly executed by, the registered holder of the Security, or the registered holder’s attorney thereunto duly authorized in writing, such Security shall be transferred upon such register and a new Security, bearing the guarantee of Japan in the form herein provided for, shall be authenticated and delivered in the name of the transferee. Transfers and exchanges of Securities shall be subject to such reasonable regulations as may be prescribed by the Issuer. Upon presentation for transfer or exchange of any Security in definitive form at any office of any transfer agent accompanied by a written instrument of transfer in a form approved by the Registrar duly executed by the registered holder or such registered holder’s attorney duly authorized in writing, such Security and written instrument shall be forwarded to the office of the Registrar. In addition, any transfer agent shall provide to the Registrar such information as the Registrar may reasonably require in connection with the delivery by such transfer agent of Securities in the definitive form in exchange for other Securities.

  • REGISTRATION AND RECORDATION 12.1 If the terms of this Agreement, or any assignment or license under this Agreement are or become such as to require that the Agreement or license or any part thereof be registered with or reported to a national or supranational agency of any area in which LICENSEE or SUBLICENSEES would do business, then LICENSEE will, at its own expense, undertake such registration or report. Prompt notice and appropriate verification of the act of registration or report or any agency ruling resulting from it will be supplied by LICENSEE to LSU.

  • Registration, etc Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

  • Registration and Transfer of Securities All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of the Fund, the Custodian, a Sub-Custodian or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof. The records of the Custodian with respect to foreign securities of the Fund that are maintained with a Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers shall identify those securities as belonging to the Fund. The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees referred to above or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Segregation and Registration Except as otherwise provided herein, and except for securities to be delivered to any subcustodian appointed pursuant to Sections 14.2 or 14.3 hereof, the Bank as custodian will receive and hold pursuant to the provisions hereof, in a separate account or accounts and physically segregated at all times from those of other persons, any and all Portfolio Securities which may now or hereafter be delivered to it by or for the account of the Fund. All such Portfolio Securities will be held or disposed of by the Bank for, and subject at all times to, the instructions of the Fund pursuant to the terms of this Agreement. Subject to the specific provisions herein relating to Portfolio Securities that are not physically held by the Bank, the Bank will register all Portfolio Securities (unless otherwise directed by Proper Instructions or an Officers' Certificate), in the name of a registered nominee of the Bank as defined in the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder, and will execute and deliver all such certificates in connection therewith as may be required by such laws or regulations or under the laws of any state. The Fund will from time to time furnish to the Bank appropriate instruments to enable it to hold or deliver in proper form for transfer, or to register in the name of its registered nominee, any Portfolio Securities which may from time to time be registered in the name of the Fund.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • SEC Registration and Reporting a. Assist Fund counsel in annual update of the Registration Statement.

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