Common use of Registration and Sale Clause in Contracts

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.

Appears in 3 contracts

Samples: Registration Rights Agreement (MRS Fields Famous Brands LLC), Registration Rights Agreement (NexCen Brands, Inc.), Registration Rights Agreement (MRS Fields Famous Brands LLC)

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Registration and Sale. Subject to the limitations set forth in this Section 2(a) and Sections 2(c) and 7(h7(i) below, the Company shall file as soon as reasonably practicable after the Closing Date but in no event later than within 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 unavailableform) under the Securities Act to register for resale all Registrable Securities (other than the Additional Shares) (a “Registration Statement”), unless (i) 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 or (ii) the Company has made a reasonable good faith effort to file the a Registration Statement shall be extended until such delay within the time period specified but is resolvedunable to make the filing as of the specified date as a result of circumstances beyond the Company’s reasonable control. The Company shall use its commercially 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.

Appears in 1 contract

Samples: Registration Rights Agreement (NexCen Brands, Inc.)

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 60 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 EXXXX 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.

Appears in 1 contract

Samples: Registration Rights Agreement (NexCen Brands, Inc.)

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 180 120 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 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.

Appears in 1 contract

Samples: Registration Rights Agreement (NexCen Brands, Inc.)

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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 EXXXX 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.

Appears in 1 contract

Samples: Registration Rights Agreement (NexCen Brands, Inc.)

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