Common use of Registration of Ordinary Shares Clause in Contracts

Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective at the time of exercise by the holder. 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 Maxim. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares 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 Ordinary Shares or other consideration as of result of the Company's non-compliance with this Section 7.4.

Appears in 3 contracts

Samples: Form of Warrant Agreement (Asia Special Situation Acquisition Corp), Warrant Agreement (Asia Special Situation Acquisition Corp), Form of Warrant Agreement (Asia Special Situation Acquisition Corp)

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Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, ofof the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration earlier of the Warrants Redemption Date or the Expiration Date in accordance with the provisions of this Warrant Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective at the time of exercise by the holder. In addition, the Company agrees to use its commercially reasonable best efforts to register such securities under the blue sky laws of the states of residence of the exercising warrant holders to holders, if permitted by the extent blue sky laws of such jurisdictions, in the event that 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 Maxim. 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 Ordinary Shares issuable upon exercise of the Warrants. In no event will the registered holder of a warrant Warrant be entitled to receive a net-cash settlement or Ordinary Shares settlement, securities or other consideration as in lieu of result physical settlement in Ordinary Shares, regardless of whether the Company's non-compliance 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 the Representative.

Appears in 3 contracts

Samples: Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.)

Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the SEC 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 use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective at the time of exercise by the holder. 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 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 Maximthe Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant Warrant be entitled to receive a net-cash settlement or Ordinary Shares of shares of Common Stock or other consideration as of a result of the Company's non-compliance with this Section 7.4.

Appears in 3 contracts

Samples: Warrant Agreement (ChinaGrowth North Acquisition CORP), Warrant Agreement (ChinaGrowth South Acquisition CORP), Warrant Agreement (ChinaGrowth North Acquisition CORP)

Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective at the time of exercise by the holder. 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 Maxim. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares 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 Ordinary Shares or other consideration as of result of the Company's ’s non-compliance with this Section 7.4.

Appears in 1 contract

Samples: Form of Warrant Agreement (Asia Special Situation Acquisition Corp)

Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the SEC Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, ofAct of the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, . The Warrants shall not be exercisable and the Company shall not be obligated to deliver issue Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective unless, at the time a holder seeks to exercise warrants, a prospectus related to the Ordinary Shares issuable upon exercise of exercise by the holderWarrants is current and the Ordinary Shares has been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. 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 holders, if permitted by the extent blue sky laws of such jurisdictions, in the event that an exemption is not available. In no event will the Registered Holder of a Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Ordinary Shares, 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 Maxim. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares 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 Ordinary Shares or other consideration as of result of the Company's non-compliance with this Section 7.4Chardan.

Appears in 1 contract

Samples: Warrant Agreement (China Fundamental Acquisition Corp)

Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, ofof the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective at the time of exercise by the holder. 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 MaximJesup. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares 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 Ordinary Shares or other consideration as of result of the Company's non-compliance with this Section 7.4.

Appears in 1 contract

Samples: Warrant Agreement (China Growth Alliance LTD)

Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the SEC 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 use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective at the time of exercise by the holder. 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 Maximthe Representative. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares Common Stock issuable upon exercise of the Warrants. In no event will the registered holder of a warrant Warrant be entitled to receive a net-cash settlement or Ordinary Shares of shares of Common Stock or other consideration as of a result of the Company's non-compliance with this Section 7.4.

Appears in 1 contract

Samples: Warrant Agreement (ChinaGrowth South Acquisition CORP)

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Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the SEC 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 use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, . The Warrants shall not be exercisable and the Company shall not be obligated to deliver issue Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective unless, at the time a holder seeks to exercise warrants, a prospectus related to the Ordinary Shares issuable upon exercise of exercise by the holderWarrants is current and the Ordinary Shares have been registered or qualified or deemed to be exempt under the laws of the state of residence of the holder of the Warrants. 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. In no event will the registered holder of a Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Ordinary Shares, 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 Maxim. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares 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 Ordinary Shares or other consideration as of result of the Company's non-compliance with this Section 7.4Underwriters.

Appears in 1 contract

Samples: Warrant Agreement (Chardan 2008 China Acquisition Corp.)

Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to prepare and file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, ofof the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective at the time of exercise by the holder. 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 MaximFBW. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares 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 Ordinary Shares or other consideration as of result of the Company's non-compliance with this Section 7.4.

Appears in 1 contract

Samples: Warrant Agreement (China Growth Alliance LTD)

Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its reasonable best efforts to prepare and file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, ofof the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such reasonable action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective at the time of exercise by the holder. 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 Maximthe Representatives. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares 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 Ordinary Shares or other consideration as of result of the Company's non-compliance with this Section 7.4.

Appears in 1 contract

Samples: Warrant Agreement (Infinity I-China Acquisition CORP)

Registration of Ordinary Shares. The Company agrees that prior to the commencement of the Exercise Period, it shall use its reasonable best efforts to prepare and file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, ofof the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such reasonable action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary Shares 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 use its best efforts to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not effective at the time of exercise by the holder. 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 MaximChardan. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Ordinary Shares 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 Ordinary Shares or other consideration as of result of the Company's non-compliance with this Section 7.4.

Appears in 1 contract

Samples: Warrant Agreement (Indas Green Acquisition CORP)

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