Registration of Purchased Shares Sample Clauses

Registration of Purchased Shares. The Purchased Shares have been, and at all times up to and including the Time of Closing will be, registered in the name of the Vendor in the share register of the Purchaser.
Sample 1
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Registration of Purchased Shares. As soon as practicable following the -------------------------------- closing of the transactions contemplated by the Stock Purchase Agreement (the "Closing"), the Company shall file a Registration Statement with the Commission to cover the sale of the Purchased Shares by the Purchaser. The Registration Statement shall be on such form as shall then be available to the Company and which the Company believes will be most expediently reviewed by the Commission and achieve such registration. The Company shall use its best efforts to achieve the prompt effectiveness of the Registration Statement under this Section 2.1 and to maintain it effective until the Purchased Shares covered thereby have been sold. The registration of the Purchased Shares pursuant to this Section 2.1 shall not require any demand, written or oral, nor any other form of notification from the Purchaser and shall not count as a "Demand Registration" for purposes of Subsection 2.2(a). The Purchaser agrees that, during any day after Closing, and while the Registration Statement covering the Purchased Shares is in effect, it shall not sell more than 25% of the average daily trading volume of the Company's common stock during the preceding 90 day period.
Sample 1
Registration of Purchased Shares. AVI agrees to file a registration statement for the Purchased Shares under the Securities Act (the “Registration Statement”) within thirty (30) days of the Closing Date and to use its best efforts to cause the registration statement to become effective as soon as practicable thereafter. Once the Registration Statement is declared effective by the SEC, AVI will cause the Registration Statement to remain continuously effective until the earlier of (i) the date on which all of the Purchased Shares have been sold by Investor or (ii) the first date on which all the Purchased Shares (in the opinion of AVI’s counsel, which opinion is reasonably acceptable to Investor and its counsel) may be immediately sold by Investor without registration and without restriction (including without limitation as to volume by each holder thereof) as to the number of Purchased Shares to be sold, pursuant to Rule 144(k) under the Securities Act or any successor rule, or (iii) March , 2009. AVI will also use its best efforts to register and qualify the Purchased Shares under such other securities or blue sky laws of such jurisdictions as Investor reasonably requests and to cause such registrations and qualifications to remain effective for the same period of time that the registration with the SEC remains effective. AVI will bear all expenses, other than underwriting discounts and commissions and transfer taxes, if any, incurred in connection with the registration or qualification of the Purchased Shares as provided herein. AVI shall indemnify and hold harmless Investor and its officers, directors, shareholders, and “controlling persons” within the meaning of the Securities Act and the Exchange Act, from and against any loss damage, claim, expense or liability arising or alleged to arise under the Securities Act or the Exchange Act or otherwise as a result of any untrue statement or alleged untrue statement of material fact contained in the Registration Statement or any document filed with any state securities administrator in connection with the registration or qualification of the Purchased Shares or any amendment or supplement to the Registration Statement or any such document or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided however, AVI shall have no obligation or liability under the foregoing with respect to any claims made with respect to information contained ...
Sample 1
Registration of Purchased Shares. The Company shall register the transfer of the Purchased Shares to the Purchaser in the shareholders register of the Company and provide the Purchaser with a true and correct copy of such register, in the form attached hereto as Schedule ‎3.2.1.3, together with a copy of the notice to be filed with the Registrar of Companies regarding the transfer of the Purchased Shares from Seller.
Sample 1
Registration of Purchased Shares. Seller agrees to cause the Company to execute and deliver to you a registration rights agreement in the form attached as Exhibit B. Purchaser understands and agrees that the securities purchased hereunder are restricted securities within the meaning of Rule 144 under the Securities Act; that such securities are not registered and must be held unless they are subsequently registered for resale or an exemption from such registration is available. Furthermore, Purchaser understands that each certificate representing the Purchased Shares shall be endorsed with the following restrictive legend, or close facsimile thereof: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), OR ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS; IN THE CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCH REGISTRATION OF THE SHARES." On the front of each certificate, there may be placed the following notation:
Sample 1
Registration of Purchased Shares. Purchaser understands and acknowledges that no aspect of the transactions contemplated in this Subscription Agreement has been, prior to the date of this Subscription Agreement, or will be, prior to the date of delivery and acceptance of the Purchased Shares, registered with or reviewed by the Securities and Exchange Commission under the 1933 Act or with or by any state securities law administrator, and no federal or state securities law administrator has approved any disclosure or other material concerning the Company or the Purchased Shares or made any recommendation with respect thereto. Purchaser also understands and acknowledges that the Company has not granted Purchaser any rights whatsoever with respect to the future registration of any Purchased Shares with any federal or state securities administrator or authority, including, but not limited to, any piggyback registration rights whereby the Purchased Shares would be registered in conjunction with the registration by the Company of any other of its issued securities.
Sample 1
Registration of Purchased Shares. (a) The Company shall register the resale of any Registrable Securities pursuant to a registration statement on Form S-3 or equivalent form if Form S-3 is not then available to the Company (each, a “Registration Statement”). For purposes of this Agreement, “
Sample 1
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Registration of Purchased Shares. The Company shall file a registration statement under the 1933 Act covering the registration of the Purchased Shares which shall become effective no later than March 31, 2000. Notwithstanding the foregoing, if the Company shall furnish to KPMG, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith reasonable judgment of the Board of Directors of the Company, it would be materially detrimental to any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company and its shareholders for such registration statement to be filed, then the Company shall have the right to defer such filing or declaration of effectiveness of the registration statement for a period of not more than forty-five (45) days after March 31, 2000; provided, however, that the Company -------- ------- shall not be entitled to defer such filing if the materially detrimental reason ceases to exist within such forty-five (45)-day period and the Company may not defer a filing more than once in any twelve (12)-month period. If the Company fails to cause such a registration statement to be declared effective by June 30, 2000, and on such date, the Company is not entitled to defer the filing or declaration of the registration statement as permitted under this Section 1.1, ----------- the Company agrees to purchase the Purchased Shares from KPMG, within five (5) days of receipt of a written request from KPMG. The purchase price of the Purchased Shares shall be the average closing price for the Common Stock for the ten (10) days preceding the sale.
Sample 1
Registration of Purchased Shares. Purchaser understands and acknowledges that no aspect of the transactions contemplated in this Subscription Agreement has been, prior to the date of this Subscription Agreement, or will be, prior to the date of delivery and acceptance of the Purchased Shares, registered with or reviewed by the Securities and Exchange Commission under the 1933 Act or with or by any state securities law administrator, and no federal or state securities law administrator has approved any disclosure or other material concerning the Company or the Purchased Shares or made any recommendation with respect thereto. Notwithstanding any provision herein to the contrary, Purchaser shall have the right to demand the inclusion of all or a portion of the Purchased Shares in any registration statement originally filed by the Company on or after such date as is one hundred twenty (120) days following the date hereof, under and pursuant to the terms of the 1933 Act (the "Registration Rights"). The specific terms and conditions with respect to the Registration Rights shall be set forth in a Registration Rights Agreement (the "Registration Rights Agreement"), a copy of which shall be attached hereto as EXHIBIT B and made a part hereof. In the event of conflict between the terms and conditions set forth herein and in the Registration Rights Agreement, the terms and conditions set forth in the Registration Rights Agreement shall be dispositive of the issue in dispute.
Sample 1

Related to Registration of Purchased Shares

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Authorization of Placement Shares The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission of the Agent or a purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.

  • Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

  • Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • Ownership of Purchased Shares The Seller owns the Shares free and clear of all Liens or other limitations affecting the Seller's ability to vote such shares or to transfer such shares to the Buyer.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Sale Shares On the day for Completion determined under clause 4.1, the Seller must sell, and the Buyer must buy, the Sale Shares for the Purchase Price free and clear of all Encumbrances.

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