Registration of Shares Issued in the Merger. (a) Parent shall use its reasonable commercial efforts to cause the Parent Common Stock and the shares of Parent Common Stock underlying the Warrants issued in the Merger (the “Registrable Securities”) to be registered under the Securities Act so as to permit the resale thereof by July 1, 2022, and in connection therewith shall prepare and file a registration statement (the “Registration Statement”) with the SEC with respect to the Registrable Securities as soon as practicable after the Closing, but no later than May 15, 2022, and shall use its reasonable commercial efforts to cause the Registration Statement to become effective and approved for listing on NASDAQ prior to July 1, 2022; provided, however, that by accepting Merger Consideration at the Closing each holder of Registrable Securities (“Holder”) shall have been deemed to have agreed to provide all such information and materials to Parent and to take all such action as may be reasonably required in order to permit Parent to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such registration statement. Such provision of information and materials is a condition precedent to the obligations of Parent pursuant to this Section 6.5. Parent shall not be required to effect more than one (1) registration under this Section 6.5. The offering made pursuant to such registration shall not be underwritten.
Registration of Shares Issued in the Merger. As soon ------------------------------------------- as practicable following the date hereof, and prior to the Closing Date, Mpath shall enter into the Fifth Amended and Restated Investors' Rights Agreement in substantially the form attached as Exhibit G hereto (the "Investors' Rights Agreement") with each of the RTI Stockholders and the other parties thereto pursuant to which Mpath grants to each RTI Stockholder registration rights on terms consistent with those granted to other stockholders of Mpath.
Registration of Shares Issued in the Merger. Acquiror hereby ------------------------------------------- grants, effective as of the Effective Time the registration rights set forth in the Registration Rights Agreement attached as Exhibit F hereto to all Former --------- Target Shareholders issued as a result of the Merger; provided that in the event that there is then in effect a registration statement on Form S-8 pursuant to Section 6.4(c) above, the shares of Acquiror Common Stock covered by such registration statement on Form S-8 shall not be entitled to the registration rights granted under this paragraph.
Registration of Shares Issued in the Merger. (a) Whenever Acquirer, during the 36 month period following the Closing, files a registration statement on Form S-1 under the Securities Act, it will, prior to such filing, give written notice to each of the Target shareholders of its intention to do so and, upon the written request of a Target shareholder given within 20 days after Acquirer provides such notice, Acquirer shall use its best efforts to cause all shares of Acquirer Common Stock issued to the Target stockholders in the Merger (the "Registrable Shares") which Acquirer has been requested by such Target shareholder or shareholders to be included in such registration statement; provided that Acquirer shall have the right to postpone or withdraw any registration effected pursuant to this Section 10.3(a) without obligation to any Target shareholder. The terms of such "piggy back" registration rights shall in all respects be identical to and subject to those "piggy back" registration rights set out in Section 4.2 of the Acquirer's Second Amended and Restated Investors' Rights Agreement ("RIGHTS AGREEMENT") dated as of October 14, 1999 ("Existing Rights Agreement"), provided however that in the event of underwriter cutbacks, shares held by Target shareholders shall be cut back prior to any cut back of shares of persons that are parties to such agreement. The rights granted under this Section 10.3(a) may not be exercised with respect to the Company's initial public offering ("IPO"). Further, Target shareholders may not purchase any stock in the IPO. The above rights are conditioned on Acquirer obtaining any consents required under the Existing Rights Agreement; Acquirer shall use reasonable best efforts to obtain such consents in a timely manner.
Registration of Shares Issued in the Merger. 6.9.1 Parent shall use its reasonable commercial efforts to cause the Registrable Securities to be registered under the Securities Act so as to permit the resale thereof. In connection therewith, Parent shall prepare and file one or more registration statements (the "Registration Statement") with the SEC with respect to the Registrable Securities as soon as practicable after the date hereof, and shall use its reasonable commercial efforts to cause the Registration Statement to become effective as soon as possible after the Effective Time; provided, however, that each holder of Registrable Securities ("Holder") shall provide all such information and materials to Parent and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registration Statement. Such provision of information and materials is a condition precedent to the obligations of Parent pursuant to this Section 6.9. Parent shall not be required to effect more than two (2) registrations under this Section 6.9. Parent intends to register the Registrable Securities for resale on Form S-3 on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. Rule 415 of the Securities Act limits the securities to be included in a registration statement to those securities which, at the time the registration statement becomes effective, are reasonably expected to be offered and sold within two years following the effective date of the registration statement. Therefore, due to the restrictions on sale imposed by Section 6.2, it will be necessary to use two registration statements to register all of the Registrable Securities, one to be filed as soon as practical after the Effective Time and the other, about two years after the Effective Time in accordance with this Section. The offering made pursuant to such registration shall not be underwritten.
Registration of Shares Issued in the Merger. (a) Nayna shall use its rexxxxxble commercial efforts to cause the Registrable Securities to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall use its commercially reasonable efforts to prepare and file the Registration Statement with the SEC as soon as practicable after the date hereof, but no later than thirty (30) days after the issuance of the Registrable Securities, and shall use its reasonable commercial efforts to cause the Registration Statement to become effective as soon as possible after the Effective Time; provided, however, that each holder of Registrable Securities ("Holder") shall provide all such information and materials to Nayna and take all sucx xxxion as may be required in order to permit Nayna to comply with axx xxplicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registration Statement. Such provision of information and materials is a condition precedent to the obligations of Nayna pursuant to this Xxxxion y6.14. Nayna shall not be reqxxxxx to effect more than one (1) registration under this Section y6.14. The offering made pursuant to such registration shall not be underwritten.
Registration of Shares Issued in the Merger. ESS hereby agrees to grant to the holders of shares of ESS Common Stock issued pursuant to this Agreement at the Effective Time of the Merger certain S-3 registration rights for certain trading windows or, if permitted under the Securities Act an S-8 registration right, as set forth in the Declaration of Registration Rights in the form attached hereto as Exhibit H ("DECLARATION OF REGISTRATION RIGHTS").
Registration of Shares Issued in the Merger. (a) Acquiror shall use its reasonable commercial efforts to cause the Shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares (the "Registrable Securities") to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file the
Registration of Shares Issued in the Merger. (a) For purposes of this Agreement, "
Registration of Shares Issued in the Merger. (a) Acquiror shall use its reasonable best efforts to cause the Registrable Securities to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall use its reasonable best efforts to prepare and file the Registration Statement with the SEC as soon as practicable after the date hereof, but no later than immediately prior to the Effective Time, and shall use its reasonable best efforts to cause the Registration Statement to become effective as soon as possible after the Effective Time; provided,
