Registration of Shares of Common Stock Sample Clauses

Registration of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be ...
Registration of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of the initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
Registration of Shares of Common Stock. The Company will furnish to the Warrant Agent (i) if a registration statement filed under the Securities Act of 1933, as amended, has been declared effective with respect to the shares issuable upon exercise of the Warrant (the “Registration Statement”), within 10 days after the Registration Statement has been declared effective, an opinion of counsel to the effect that a Registration Statement is then in effect with respect to the Warrant Shares and the prospectuses hereinafter referred to comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder; or (ii) within 10 days of such time as a Registration Statement with respect to the shares of Warrant Common Stock issuable upon the exercise of the Warrants is not required under the Securities Act of 1933, as amended, an opinion of counsel to the effect that a Registration Statement is not required under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. In the event that said opinion states that such a Registration Statement is in effect, the Company will, within 10 days of after the Registration Statement has been declared effective, furnish the Warrant Agent with current prospectuses meeting the requirements of said Act and all rules and regulations thereunder in sufficient quantity to permit the Warrant Agent to deliver a prospectus to each transferee of a Warrant Certificate and each holder of a Warrant Certificate upon exercise or conversion thereof. The Company further agrees to pay all fees, costs and expenses in connection with the preparation and delivery to the Warrant Agent of the foregoing opinions and prospectuses. If any shares of Warrant Common Stock issuable upon the exercise of the Warrants or the issuance thereof requires registration or approval of any governmental authority, including, without limitation, the filing of necessary amendments, supplements or post-effective amendments to a Registration Statement of the Company under the Securities Act of 1933, or the taking of any other action under the laws of the United States of America or any political subdivision hereof or under the laws of any state of the United States of America before such shares may be validly and legally issued, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secu...
Registration of Shares of Common Stock. The Company agrees it shall use its best efforts to maintain with the SEC an effective registration statement for the registration under the Act of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its best efforts to register the shares of Common Stock issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not available.
Registration of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it
Registration of Shares of Common Stock. The issuance of shares of Common Stock upon the exercise of a PIPE Warrant shall be registered in the same manner and on the same terms the resale of Common Stock pursuant to the terms of the Subscription Agreement by and between the Company and the Investor, dated as of the date hereof.
Registration of Shares of Common Stock. The holder of the Warrant is entitled to and the Company agrees to comply with, as soon as practicable, the registration rights set forth in Annex A (the “Registration Rights Annex”). Any holder of Common Stock issued upon exercise of any Warrant is an intended third party beneficiary of the Registration Rights Annex and shall have the right to enforce the terms thereof.
Registration of Shares of Common Stock. If and to the extent it has not already done so, the Company shall register with the Securities and Exchange Commission (“SEC”), on a Form S-8 or such other required form, the shares of Common Stock that are represented by the Restricted Stock Units under this Agreement.
Registration of Shares of Common Stock. Ensysce shall include the Advisor Shares and the shares of Common Stock underlying the Advisor Warrants on its Registration Statement on Form S-1 (“S-1”) to be filed with the Securities and Exchange Commission as soon as possible and in all events within ten days of the Effective Date. Ensysce shall use best efforts to have the S-1 declared effective as soon as possible following its filing and shall notify Advisor of the effectiveness of the S-1 at such time. For the avoidance of doubt, the Advisor Warrants shall not be registered in the S-1, but the Common Stock underlying the Advisor Warrants shall be registered in the S-1.
Registration of Shares of Common Stock. Cashless Exercise at Company’s Option.