Registration - General Provisions Sample Clauses

Registration - General Provisions. In connection with the registration of the Registrable Stock under the Securities Act, the Company will: (a) prepare and file with the Commission a registration statement with respect to the Registrable Stock, within 30 days of the Closing date of the Purchase Agreement, and use its best efforts to cause such registration statement to become effective within 90 days of the date it is filed and keep the prospectus which is a part of such Registration Statement current until the earlier of the date on which: (i) all Registrable Stock has been sold, or (ii) one year after the date it is declared effective by the Commission; (b) prepare and file with the Commission such amendments to such Registration Statement and supplements to the prospectus contained therein as may be necessary to keep such Registration Statement effective for the period required by Section 3(a) above; (c) provide the Investors' counsel with reasonable opportunities to review and comment on, and otherwise participate in, the preparation of such Registration Statement; (d) furnish to the Investors participating in such registration and to the underwriters of the securities being registered, if any, such reasonable number of copies of the Registration Statement, preliminary prospectus, final prospectus and such other documents as the Investors and underwriters may reasonably request in order to facilitate the public offering of such securities; (e) use its diligent, good faith efforts to register or qualify the securities covered by such Registration Statement under such state securities or blue sky laws of such jurisdictions as the Investors may reasonably request, except that the Company shall not for any purpose be required to execute a general consent to service of process (which shall not include a "Uniform Consent to Service of Process" or other similar consent to service of process which relates only to actions or proceedings arising out of or in connection with the sale of securities, or out of a violation of the laws of the jurisdiction requesting such consent) or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (f) notify the Investors, promptly after it shall receive notice thereof, of the time when such Registration Statement has become effective or a supplement to any prospectus forming a part of such Registration Statement has been filed with the Commission; (g) notify the Investors promptly of any request by the Commission ...

Registration - General Provisions. In connection with any offering involving an underwriting of securities being issued by the Company, the Company shall not be required to include any of the securities of the holder hereof in such underwriting unless he or she accepts the reasonable terms of the underwriting as agreed upon between the Company and the underwriters selected by it. In the case of any registration initiated by the Company, the Company shall have the right to designate the managing underwriter in any underwritten offering. The Company will furnish the holder hereof with a reasonable number of copies of any prospectus included in such filings and will amend or supplement the same as required during the period of required use thereof, provided, that the expenses of any amendment or supplement made or filed more than nine (9) months after the effective date of the Registration Statement filed at the request of any holder shall be paid by any such holder. The Company need not maintain the effectiveness of any Registration Statement filed by the Company more than nine (9) months following the effective date thereof. In the case of filing of any Registration Statement, and to the extent permissible under the Securities Act of 1933 and controlling precedent thereunder, the holder hereof shall enter into cross indemnification agreements with the Company and, if requested and applicable, the Underwriter(s) named in such Registration Statement, in customary scope covering the accuracy and completeness of the information furnished by each. The holder of the Warrant agrees to cooperate with the Company in the preparation and filing of any such Registration Statement or in its efforts to establish that the proposed sale is exempt under the Securities Act as to any proposed distribution.

Registration - General Provisions. (a) In the event Common Stock owned by the Holder is included in a Registration Statement as provided in Section 6 or Section 7, the Company will furnish the Holder with a reasonable number of copies of any prospectus included in such filings and will amend or supplement the same as required during the period of required use thereof, provided that the Company need not maintain the effectiveness of any Registration Statement filed by the Company, more than nine (9) months following the effective date thereof. (b) In the case of the filing of any Registration Statement, and to the extent permissible under the Act and controlling precedent thereunder, the obligations of the Company under Section 6 and Section 7 shall be subject to (i) the Holder entering into cross indemnification agreements with the Company and, if requested and applicable, the underwriter(s) named in such Registration Statement, in customary scope covering the accuracy and completeness of the information furnished by each and (ii) the Holder agreeing to cooperate with the Company in the preparation and filing of any such Registration Statement. (c) The Company shall pay all Registration Expenses (as defined below) in connection with the inclusion of Common Stock in any Registration Statement or Offering circular, or application to register or qualify Common Stock under state securities laws, filed by the Company under Section 6 or 7, other than as set forth herein. For purposes of this Agreement, the term "Registration Expenses" means the filing fees payable to the SEC, any state agency and the National Association of Securities Dealers, Inc.; the fees and expenses of the Company's legal counsel and independent certified public accountants in connection with the preparation and filing of the Registration Statement or Offering Circular (and all amendments and supplements thereto) with the SEC (provided that fees and expenses relating to the Company's independent public accountants shall be limited to the fees and expenses relating to (i) audited financial statements which are dated as of the end of the Company's fiscal year, (ii) unaudited financial statements which are dated as of the end of any fiscal quarter of the Company, and (iii) audited or unaudited financial statements otherwise prepared or required to be prepared by the Company for its own business or regulatory compliance purposes); and all expenses relating to the printing of the Registration Statement, Offering Circular, prospec...