Registration by the Company. Commencing on the Closing Date and for a period of three years thereafter, in the event that the Company intends to file a registration statement with the Securities and Exchange Commission under the Securities Act, other than registration statement on Form S-4 or S-8, or successor forms thereto, and registration statements filed but not effective prior to the termination of this Offering, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable Securities of the Holder in accordance with this Section 5.1. The Company shall advise the Holder of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Securities and Exchange Commission of any other registration statement under the Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form) or registration statements filed but not effective prior to the termination of this Offering, and upon the request of any such Holder within ten days after the date of such notice, include in any such registration statement such information as may be required to permit a public offering of the Holder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 5.1. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering of securities sold by the Company or on its behalf:
Registration by the Company. If at any time or from time to time the Company shall propose to file on its behalf or on behalf of any Shareholder or Shareholders (as such terms are defined in the Registration Rights Agreement, As Amended) pursuant to the Registration Rights Agreement, As Amended, a registration statement under the Securities Act on Form F-1, F-2 or F-3 or similar form of registration with respect to its Ordinary Shares, the Company shall in each case give written notice to the Purchaser at least forty-five (45) days before the anticipated filing date. Such notice shall offer to include in such filing, as the Purchaser may request, the Shares and/or the Issued Option Shares. If the Purchaser desires to have any of its Shares and/or Issued Option Shares registered under this Section 12.2, it shall be required so to advise the Company in writing within ten (10) days after the date of its receipt of the Company's 62 63 notice, setting forth the number of Shares and/or Issued Option Shares for which registration is so requested. In connection with any registration of any of the Purchaser's Shares and/or Issued Option Shares pursuant to this Section 12.2, the Company shall pay all expenses of such registration and the related offering, including, without limitation, any and all special audits, legal and accounting fees and disbursements, blue sky fees and expenses, road show expenses, printing costs and related disbursements arising out of the preparation, filing, amending and supplementing of the registration statement, except for brokers' and underwriters' discounts and commissions, transfer taxes and counsel for the Purchaser. Neither the delivery of the notice by the Company nor the delivery of the request by the Purchaser shall in any way obligate the Company to file a registration statement and, notwithstanding such filing, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement relates without liability to the Purchaser. No registration of any of the Shares and/or Issued Option Shares effected under this Section 12.2 shall relieve the Company of its obligation to effect registration of any of the Shares and/or Issued Option Shares upon the request of the Purchaser pursuant to the provisions of Section 12.1 above.
Registration by the Company. The first time after the date hereof that the Company files a registration statement under the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission to register for sale any of its shares of Common Stock, the Company will include for resale under the Act in the registration statement the Registrable Securities. The Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering:
Registration by the Company. Commencing on the Closing Date and for a period of five years thereafter, in the event that the Company intends to file a registration statement with the Commission under the Securities Act, other than registration statement on Form S-4 or S-8, or successor forms thereto, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable Securities of the Purchaser in accordance with this Section. The Company shall advise the Purchaser of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Commission of any other registration statement under the Securities Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form), and upon the request of any such Holder within ten days after the date of such notice, include in any such registration statement such information as may be required to permit a public offering of the Holder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 4.5. For the purpose of the foregoing, inclusion of the Registrable Shares by the Holder in a Registration Statement pursuant to this Section 4.5 under a condition that the offer and/or sale of such Registrable Shares not commence until a date not to exceed 90 days from the effective date of such registration statement shall be deemed to be in compliance with this Section. Further, the Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold pursuant to Rule 144 under the Securities Act. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering:
Registration by the Company. The Company and the Purchaser hereby agree as follows:
Registration by the Company. Prior to the Closing Date, ---------------------------- the Company shall file a registration statement covering the resale of the Shares and the Warrant Shares on Form S-3 under the Securities Act (if such form is then available for use by the Company, or if such form is not then available for use by the Company, such form as is then available to the Company for such registration), and thereafter diligently pursue the effectiveness of such registration statement; provided, however, solely in the event that the SEC does -------- ------- not permit the Company to file such registration statement prior to the Closing Date, the Company shall file such registration statement on or before the tenth business day following the Closing Date. The registration statement shall have been declared effective by the SEC on or before the ninetieth calendar day following the Closing Date, unless the registration statement is not declared effective due to action within the control of the SEC and unrelated to action within the control of the Company or the Company's agents or representatives; provided, however, that if the registration statement shall not have been -------- ------- declared effective on or before such ninetieth calendar day, the Company shall thereafter use its best efforts to cause such registration statement to be declared effective as promptly as possible, until such registration statement is declared effective.
Registration by the Company. Commencing on the Closing Date and for a period of three years thereafter, in the event that the Company intends to file a Registration Statement with the Commission under the Securities Act, other than a registration statement on Form S-4 or S-8, or successor forms thereto, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the Registration Statement the Registrable Securities of the Holder in accordance with this Section 2. The Company shall advise the Holder of the Registrable Securities (such persons being collectively referred to herein as ‘‘Holders’’) by written notice at least 20 days prior to the filing by the Company with the Commission of any other registration statement under the Securities Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form), and upon the request of any such Holder within ten days after the date of such notice, include in any such Registration Statement such information as may be required to permit a public offering of the Holder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Agreement. For the purpose of the foregoing, inclusion of the Registrable Shares by the Holder in a Registration Statement pursuant to this Section 2 under a condition that the offer and/or sale of such Registrable Shares not commence until a date not to exceed 90 days from the effective date of such Registration Statement shall be deemed to be in compliance with this Section 2. Further, the Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the Registration Statement filed by the Company is pursuant to an underwritten offering:
Registration by the Company. If the Distribution Registration Initiator gives written notice (the "Distribution Registration Notice") to the Company of the exercise of the registration rights granted pursuant to this Section 2, the Company shall (i) file the Distribution Registration Statement with the Commission within 45 days of the date of receipt of the Distribution Registration Notice, (ii) use its reasonable best efforts to cause the Distribution Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and (iii) use its reasonable best efforts to keep the Distribution Registration Statement effective for a period (the "Distribution Registration Period") terminating on the date which is the earlier of (x) the date which is four months after the date on which the Distribution Registration Statement is declared effective (the "Distribution Registration Effective Date") or (y) the date on which the Distribution has been completed; provided, however, that in the event it is necessary for the Company to file a post-effective amendment to the Distribution Registration Statement during the Distribution Registration Period in order to comply with applicable provisions of the Securities Act, it shall not constitute a violation of this paragraph (b) if, as a result of the filing of such amendment, the Distribution Registration Statement is not available to effect the Distribution until such time as such amendment is
Registration by the Company. Unless the Company has the right to refuse registration pursuant to Section 3(c) hereof, the Company shall file a registration statement under the Securities Act covering the Registrable Shares which are the subject of any Demand Registration Request as soon as practicable after receipt by the Company of any such Demand Registration Request (each,
Registration by the Company. If at any time or from time to time the Company shall propose to file on its behalf or on behalf of any of its security holders (including without limitation pursuant to Section 1(b)) a registration statement under the Securities Act with respect to any class of Common Stock, except in connection with (i) an offering relating solely to dividend reinvestment plans or stock option or other employee benefit plans, (ii) any merger, consolidation or acquisition, (iii) any exchange or tender offer, whether with existing security holders of the Company or any other Person, or (iv) an offering relating solely to convertible securities or units consisting of securities senior to Common Stock and warrants, options and rights to acquire Common Stock, the Company shall, except to the extent not required to do so pursuant to the provisions of Section 1(d), in each case:
