Registration of Conversion Shares. (i)The Company agrees that, no later than thirty (30) calendar days after the Conversion Share Delivery Date (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the “Registration Statement”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than seventy (70) calendar days following the Conversion Share Delivery Date) (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents of the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Conversion Shares, such Registration Statement shall register for resale such number of Conversion Shares which is equal to the maximum number of Conversion S...
Registration of Conversion Shares. Following the Closing Date, ASSAC shall use its commercially reasonable efforts to cause the Registration Statement (as that term is defined in the Registration Rights Agreement) to be declared effective by the Securities and Exchange Commission and shall otherwise comply with all of its covenants and agreements contained in the Registration Rights Agreement.
Registration of Conversion Shares. The Company will register the Conversion Shares on the terms of the Registration Rights Agreement (substantially in the form attached as Exhibit B).
Registration of Conversion Shares. 4.1 The Company shall prepare and file with the SEC a registration statement as soon as practical, which registration statement shall include the Conversion Shares and shares of Common Stock issuable pursuant to the Warrants ("Warrant Shares") and shall thereafter use its best efforts to have such registration statement declared effective within 90 days after the Closing Date (the "Target Date") and remain effective until the earlier of the date on which all the Conversion Shares are sold or two years after the Closing Date (the "Effective Period"). The Company shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective throughout the Effective Period and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Conversion Shares or Warrant Shares covered by such registration statement whenever the Buyer shall desire to sell or otherwise dispose of the same.
Registration of Conversion Shares. The Company shall file a registration statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act for the purpose of registering on or before April 30, 2025, resale of the Conversion Shares, and shall use its best efforts to keep such registration statement continuously effective under the Securities Act until all such shares covered by such registration statement have been sold or may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. The Company shall not be obligated to file a registration statement with respect to any Conversion Shares that have been sold or may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. If: (i) a registration statement is not effective with respect to any Conversion Shares the Company is obligated to register for resale on or before the date specified above; or (ii) after the effective date a registration statement ceases for any reason to remain continuously effective for all Conversion Shares for which it is required to be effective, or the Holder is not permitted to utilize the prospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of 40 trading days during any 12-month period (which need not be consecutive trading days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “Event Date”), then within 10 days following each such Event Date and within 10 days following each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate market value on the Event Date of the Conversion Shares that are not so registered or cannot be sold under an effective registration statement. The Holder shall provide to the Company in writing all information reasonably required by the Company to comply with its disclosure obligations in the registration statement imposed by the Securities Act and the regulations promulgated thereunder. Th...
Registration of Conversion Shares. Within eighty (80) days (the “Filing Deadline”) after the closing of the transaction contemplated by the Merger Agreement (the “Closing”), the Company shall file a registration statement on Form SB-2 or an equally suitable registration statement (the “Registration Statement”) for the purpose of registering all of the Conversion Shares for resale. The Company shall use its best efforts to cause such Registration Statement to be declared effective by the Securities and Exchange Commission (the “SEC”) at the earliest practicable date thereafter. The Company will use its best efforts to keep the Registration Statement effective (the “Effectiveness Period”) (subject to reasonable blackout provisions as may be required in order to comply with the securities laws) until the earlier of: (i) twenty four (24) months after the date that the Registration Statement is declared effective by the SEC; (ii) the date when all of the Conversion Shares covered by the Registration Statement are sold; or (iii) the date when Rule 144(k) is available with respect to all of the securities covered by such Registration Statement. It is agreed and understood that the Company shall, from time to time, be obligated to file an additional Registration Statement (or an amendment to the Registration Statement) to cover any Conversion Shares which are not registered for resale pursuant to a pre-existing Registration Statement.
Registration of Conversion Shares. The Company, at its sole cost and expense, shall prepare and file with the SEC a registration statement on Form S-3, or, in the event that Form S-3 is unavailable to the Company, a registration statement on such other form, covering the resale of the Conversion Shares, and shall cause such registration statement to become effective on or before June 30, 2014. Additionally, the Company shall use its reasonable best efforts to maintain the effectiveness of such registration statement for a minimum period of one (1) year, or, if sooner, until such time, if any, as (i) all Conversion Shares have been sold by the Purchaser or (ii) the Conversion Shares are permitted to be sold by the Purchaser without registration and without volume restrictions pursuant to Rule 144 promulgated under the Securities Act, or any similar rule enacted hereafter, as the same shall be in effect from time to time.
Registration of Conversion Shares. The Corporation shall undertake to file a registration statement on Form S-1 (or such other form as the Corporation may determine is appropriate) with respect to the Common Stock that may be issuable at any time upon the conversion or redemption of the Series J Preferred Stock ("CONVERSION SHARES") as soon as practicable, but no later than 90 days after the date of issue of the Series J Preferred Stock. The Corporation shall use its best efforts to cause the Commission to declare such registration statements (and any necessary amendments thereto) effective. The Corporation shall also use its best efforts to maintain the effectiveness of such registration statements, and to re-file such registration statements from time to time in the event their effectiveness lapses, until all Conversion Shares either issued or that may be issued are Freely Tradeable (as defined in Section 13 below) in the United States.
Registration of Conversion Shares. (a) The Company shall use its commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (the "SEC") as soon as practicable, but in no event later than 180 days following the Closing (the "Filing Date"), a registration statement (the "Registration Statement") and such other documents as may be necessary in the opinion of counsel for the Company on such form of Registration Statement as is then available to effect a registration respecting the sale by the holders of the Conversion Shares. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Company Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement (and each amendment or supplement thereto) shall be provided to (and subject to the approval of, which shall not be unreasonably withheld) Purchaser prior to its filing or other submission. Purchaser and the other holders of Conversion Shares who are eligible to sell Conversion Shares under such Registration Statement, together with their affiliates, are hereafter referred to as "Offering
Registration of Conversion Shares. In the event that the Securities and Exchange Commission terminates or modifies Regulation S from its present format, and such modifications apply to the present transaction(s), Buyer shall have the right on one occasion to require Seller to file a Registration Statement covering the Conversion Shares and keep such registration statement effective for up to one hundred eighty (180) days. If such Registration Statement is not declared effective by the Securities and Exchange Commission within 90 days of the delivery of notice by the Buyer demanding registration of the Conversion Shares (the "Demand Notice"), the Seller shall pay to the Buyer a penalty equal to 2% of the Stated Value of the Preferred Shares on the 91st day after the delivery of the Demand Notice and on every 30th day thereafter until such time as the Registration Statement is declared effective.
