Common use of Registration of Common Stock Clause in Contracts

Registration of Common Stock. The Company agrees that, prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of, and it shall take such action as is necessary to qualify for sale in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants.

Appears in 8 contracts

Samples: Warrant Agreement (Stream Global Services, Inc.), Warrant Agreement (Global BPO Services Corp), Warrant Agreement (Vantage Energy Services, Inc.)

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Registration of Common Stock. The Company agrees that, that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of, and it shall take such action as is necessary to qualify for sale sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the RepresentativeMaxim. Notwithstanding the foregoing, in no event will the Registered Holder of any Warrant or the underlying Common Stock be entitled to receive a Warrant can expire unexercised regardless net-cash settlement or other payment as of whether a result of the Company's non-compliance with this Section 7.4. In addition, it is acknowledged that, in the event the Company is unable, for any reason, to cause such post-effective amendment or new registration statement is current under to become effective or to maintain its effectiveness, the Act with respect to the Common Stock issuable upon exercise of the WarrantsWarrants may expire worthless.

Appears in 4 contracts

Samples: Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP)

Registration of Common Stock. The Company agrees that, prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act ofof the Common Stock issuable upon exercise of the Public Warrants, and it shall take such action as is necessary use its best efforts to qualify for sale sale, in those states in which the Public Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Public Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Public Warrants in accordance with the provisions of this Warrant Agreement. Notwithstanding the foregoing, a Warrant may expire worthless regardless of whether a registration statement is effective and a prospectus thereunder is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In additionno event will the registered holder of a Warrant be entitled to receive a net-cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not availablecomplies with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the WarrantsSunTrust.

Appears in 3 contracts

Samples: Warrant Agreement (Secure America Acquisition CORP), Warrant Agreement (Secure America Acquisition CORP), Warrant Agreement (Secure America Acquisition CORP)

Registration of Common Stock. The Company agrees that, that prior to the commencement of the Exercise Period, it shall use its best efforts to file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of, and it shall use its best efforts to take such action as is necessary to qualify for sale sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, The Warrants shall not be exercisable and the Company agrees shall not be obligated to use its reasonable efforts issue Common Stock unless, at the time a holder seeks to register such securities exercise the Warrants, a prospectus relating to Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the blue sky securities laws of the states state of residence of the exercising warrant holders to holder of the extent an exemption is not availableWarrants. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the WarrantsCitigroup.

Appears in 3 contracts

Samples: Warrant Agreement (Triplecrown Acquisition Corp.), Warrant Agreement (Two Harbors Investment Corp.), Warrant Agreement (Capitol Acquisition Corp)

Registration of Common Stock. The Company agrees that, that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of, and it shall take such action as is necessary to qualify for sale sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the RepresentativeMaxim. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of common stock or other consideration as of result of the Company’s non-compliance with this Section 7.4.

Appears in 2 contracts

Samples: Warrant Agreement (Seanergy Maritime Corp.), Warrant Agreement (Seanergy Maritime Corp.)

Registration of Common Stock. The Company agrees that, that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of, and it shall take such action as is necessary to qualify for sale sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In additionaddidtion, the Company Comapny agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the RepresentativeMaxim. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of common stock or other consideration as of result of the Company's non-compliance with this Section 7.4.

Appears in 1 contract

Samples: Warrant Agreement (Energy Infrastructure Acquisition Corp.)

Registration of Common Stock. The Company agrees that, that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of, and it shall take such action as is necessary to qualify for sale sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the RepresentativeMaxim. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of common stock or other consideration as of result of the Company's non-compliance with this Section 7.4.

Appears in 1 contract

Samples: Form of Warrant Agreement (Pinpoint Advance CORP)

Registration of Common Stock. The Company agrees that, that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act ofof the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary use its best efforts to qualify for sale sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can may expire unexercised worthless regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a Warrant be entitled to receive a net-cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Company complies with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of ThinkEquity Partners LLC.

Appears in 1 contract

Samples: Warrant Agreement (Brand & Services Acquisition Corp.)

Registration of Common Stock. The Company agrees that, prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act ofof the Common Stock issuable upon exercise of the Public Warrants, and it shall take such action as is necessary use its best efforts to qualify for sale sale, in those states in which the Public Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Public Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Public Warrants in accordance with the provisions of this Warrant Agreement. Notwithstanding the foregoing, a Warrant may expire worthless regardless of whether a registration statement is effective and a prospectus thereunder is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In additionno event will the registered holder of a Warrant be entitled to receive a net-cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not availablecomplies with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants.

Appears in 1 contract

Samples: Warrant Agreement (BBV Vietnam S.E.A. Acquisition Corp.)

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Registration of Common Stock. The Company agrees that, that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Act Act, of, and it shall take such action as is necessary to qualify for sale sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the RepresentativeMaxim. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration as of result of the Company's non-compliance with this Section 7.4.

Appears in 1 contract

Samples: Form of Warrant Agreement (Pinpoint Advance CORP)

Registration of Common Stock. The Company agrees that, prior to the commencement of and during the Exercise Period, it shall use commercially reasonable best efforts to file with the Securities and Exchange Commission a any post-effective amendment to the Registration Statement, or a new registration statement, for statement or any other filings with the Commission necessary to cause to become effective and to maintain the effectiveness of the registration under the Securities Act of, and it shall take such action as is necessary to qualify for sale in those states in which of the Warrants were initially offered by the Company, issuance of the Common Stock issuable upon exercise of the Public Warrants and the Option Warrants. In either case, The obligations of the Company will use its best efforts to cause under the same to become effective on preceding sentence shall terminate upon the expiration or prior to the commencement redemption of the Exercise Period Public Warrants and to maintain the effectiveness of such registration statement until the expiration of the Option Warrants in accordance with the provisions of this Warrant AgreementAgreement or the Purchase Options (or, if the Company completes a going private transaction prior to such expiration or redemption, at such time as such transaction is completed). In additionNotwithstanding anything contained in this Agreement to the contrary, the Company agrees to use its reasonable efforts to register such securities under the blue sky laws may deliver unregistered shares of Common Stock upon exercise of the states of residence of Option Warrants and the exercising warrant holders Private Placement Warrants and will have no liability to the extent an exemption is not availableany person for delivering any such unregistered shares. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Symmetry Holdings Inc)

Registration of Common Stock. The Company agrees that, prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act ofof the Common Stock issuable upon exercise of the Public Warrants, and it shall take such action as is necessary use its best efforts to qualify for sale sale, in those states in which the Public Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Public Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration or redemption of the Public Warrants in accordance with the provisions of this Warrant Agreement. Notwithstanding the foregoing, a Warrant may expire worthless regardless of whether a registration statement is effective and a prospectus thereunder is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In additionno event will the registered holder of a Warrant be entitled to receive a net cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not availablecomplies with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the WarrantsSunTrust.

Appears in 1 contract

Samples: Warrant Agreement (Green Energy Acquisition CORP)

Registration of Common Stock. The Company agrees that, prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act ofof the Common Stock issuable upon exercise of the Public Warrants, and it shall take such action as is necessary use its best efforts to qualify for sale sale, in those states in which the Public Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Public Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration or redemption of the Public Warrants in accordance with the provisions of this Warrant Agreement. Notwithstanding the foregoing, a Warrant may expire worthless regardless of whether a registration statement is effective and a prospectus thereunder is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In additionno event will the registered holder of a Warrant be entitled to receive a net cash settlement, shares of Common Stock or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not availablecomplies with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the WarrantsBroadband.

Appears in 1 contract

Samples: Warrant Agreement (Consumer Partners Acquisition Corp.)

Registration of Common Stock. The Company agrees that, prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of, and it shall take such action as is necessary to qualify for sale in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current effective under the Act with respect to the Common Stock issuable upon exercise of the Warrants.

Appears in 1 contract

Samples: Form of Warrant Agreement (National Security Solutions Inc.)

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