Registration of Subscribed Shares. (a) Subject to Section 5(c), the Company agrees that, within thirty calendar days following the Closing Date, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Subscribed 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, but in any event no later than ninety calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within five Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission 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 Subscribed Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares ...
Registration of Subscribed Shares. Subscriber, the Company and Ajax hereby acknowledge and agree that all of the Subscribed Shares acquired by the Subscriber hereunder shall in all respects be subject to the terms and conditions of the Investor Rights Agreement (as defined in the Transaction Agreement) and, for all purposes of the Investor Rights Agreement, shall constitute Registrable Securities (as defined in the Investor Rights Agreement).
Registration of Subscribed Shares. At the Closing, the Issuer and the Subscriber shall execute and deliver the Registration Rights Agreement, pursuant to which, among other things, the Issuer shall agree under certain circumstances to register the resale of the Subscribed Shares, under the Securities Act, and the rules and regulations promulgated thereunder.
Registration of Subscribed Shares. The Company and Subscriber acknowledge that the Subscribed Shares shall constitute Registrable Securities as such term is defined in (d) of the corresponding definition in the registration rights agreement dated June 3, 2021 by and among, inter alia, the Company and certain other shareholders of the Company (the “Registration Rights Agreement”), and that the terms of the Registration Rights Agreement will apply to the Subscribed Shares as Registrable Securities in all respects. For the avoidance of doubt, the Company shall file a registration statement on Form F-1 or Form F-3 within 20 calendar days of the Closing Date to register the Subscribed Shares under the Securities Act and shall cause the same to become effective as soon as practicable after such filing. Following the Company’s loss of its foreign private issuer status on January 1, 2023, the Company shall file a post-effective amendment to each Form F-1 or Form F-3 registration statement applicable to the Registrable Securities under the Registration Rights Agreement (including the Subscribed Shares) to convert such registration statement into a Form S-1 or Form S-3 registration statement immediately after filing its first annual report on Form 10-K by the required deadline for accelerated filers which the Company agrees shall include the Part III information in the Form 10-K as of or prior to such date. The Company shall cause this post-effective amendment to become effective as soon as practicable after such filing. The Company and Subscriber agree that Article IV of the Registration Rights Agreement shall apply mutatis mutandis to this Subscription Agreement.
Registration of Subscribed Shares. The Company shall prepare and file with the SEC, no later November 7, 2000, a Registration Statement ("Registration Statement"), covering the Subscribed Shares to be publicly offered pursuant to the Purchase Agreement. If at any time the Company reasonably concludes that the number of Subscribed Shares exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of written demand from the Subscriber, file with the SEC an additional Registration Statement to register the additional Subscribed Shares.
Registration of Subscribed Shares. (a) Subject to Section 5(c) and Section 5(d), the Company agrees that, within 30 calendar days following the Initial Closing Date, the Company will submit to or file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Committed Shares (the “Committed Shares Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Committed Shares Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than 60 calendar days after the Initial Closing Date (the “First Effectiveness Deadline,” and such date the Commission declares the Committed Shares Registration Statement effective, the “Effectiveness Date”); provided, that the Effectiveness Deadline shall be extended to 120 calendar days after the Initial Closing Date if the Committed Shares Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Committed Shares Registration Statement declared effective within 5 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Committed Shares Registration Statement will not be “reviewed” or will not be subject to further review.
Registration of Subscribed Shares. BMOC shall cause the Subscribed --------------------------------- Shares to be registered with the SEC in accordance with the provisions of Section 6.1 of the Merger Agreement.
Registration of Subscribed Shares. (a) Subject to Section 5(c), the Company agrees that, within 30 calendar days following the Closing Date, the Company will submit to or file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Subscribed 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, but in any event no later than 60 calendar days after the Closing Date (the “Effectiveness Deadline,” and such date the Commission declares the Registration Statement effective, the “Effectiveness Date”); provided, that the Effectiveness Deadline shall be extended to 120 calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within 5 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review.
Registration of Subscribed Shares a. The Company shall file a registration statement on Form S-3 (the “Registration Statement”), in form and substance acceptable to the Subscriber (acting reasonably and in good faith), within twenty (20) Business Days following the date on which the Company files its Annual Report on Form 10-K for the year ended December 31, 2022 with the SEC to register the Subscribed Shares and the Warrant Shares (as defined in the Bridge Facility) under the Securities Act and shall cause the same to become effective as soon as practicable after such filing. The Company agrees to cause the Registration Statement or another shelf registration statement to remain effective until the date on which the Subscriber and its affiliates cease to hold any Shares issued pursuant to this Agreement or any Warrant Shares, provided, however, that this obligation shall cease with respect to a Share upon the earliest to occur of: (i) the transfer of such Share by Subscriber to any person other than (a) an affiliate or equityholder of Subscriber; (b) a lender pursuant to a bona fide pledge of such Shares; or (c) another Subscriber or affiliate or equityholder of such other Subscriber; (ii) the time at which such Share ceases to be outstanding; and (iii) upon the sale of such Share to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. The Company and the Subscriber agree to the provisions of Annex B of this Subscription Agreement in connection with such registration.
Registration of Subscribed Shares. On the Closing Date, the Company and Subscriber shall execute the registration rights agreement, in substantially the form attached as Exhibit C to the Transaction Agreement (the “Registration Rights Agreement”), pursuant to which the Company shall agree to register the resale of all of the Common Stock then held by Subscriber in accordance with the terms provided therein. Upon execution and delivery of the Registration Rights Agreement by the Subscriber, Subscriber and each permitted transferee of any such share of Common Stock that receives such Common Ssstock in compliance with the restrictions on transfer contained in and pursuant to the Registration Right Agreement shall have the rights of a “Holder” therein, and all of the Common Stock then owned by Subscriber shall constitute “Registrable Securities” under the Registration Rights Agreement.
