Registration of the Shares Sample Clauses

Registration of the Shares. (a) If the Purchaser requests the Company in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of the Purchaser's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Shares by the Purchaser in the manner specified by the Purchaser in its request. The Company shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. (b) The Company shall notify the Purchaser in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8) with respect to any Common Stock of the Company's intention so to file. If the Purchaser wishes to have any portion of its Shares included in such registration statement, it shall advise the Company in writing to that effect within five business days following receipt of such notice, and the Company will thereupon include the number of Shares indicated by the Purchaser under such Registration Statement. (c) The Company shall pay all fees and expenses in connection with any registration pursuant to this Section other than underwriting discounts and commissions to brokers or dealers and shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained by the Purchaser in connection with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respective...

Registration of the Shares. Compliance with the Securities ---------------------------------------------------------- Act. ---

Registration of the Shares. The Company shall file with the Commission, on or before the date that is twenty (20) days after the Closing Date or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, thirty (30) days after the delivery of such securities to the Purchaser, a Registration Statement covering the resale to the public by Purchaser of the Shares or securities sold to the Purchaser pursuant to Section 5.8 hereof. (For purposes of this Article IV, the term “Shares” shall also refer to securities sold to the Purchaser pursuant to Section 5.8.) The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by March 30, 2018 or, in the case of securities sold to the Purchaser pursuant to the participation rights set forth in Section 5.8 hereof, within ninety (90) days after the delivery of such securities to the Purchaser. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more Registration Statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreement.

Registration of the Shares. The Company shall file with the Securities and Exchange Commission (the "SEC"), within 90 days following the Closing (as defined in the Purchase Agreement), a registration statement on Form S-3 covering the resale to the public by the Purchaser of the Shares (the "Purchaser Registration Statement"). The Company shall use commercially reasonable efforts to cause the Purchaser Registration Statement to be declared effective by the SEC as soon as practicable. The Company shall cause the Purchaser Registration Statement to remain effective until the date one year after the date of the Closing (the "Closing Date") or such earlier time as all of the Shares covered by the Purchaser Registration Statement have been sold pursuant thereto.

Registration of the Shares. (a) The Company shall prepare and file with the SEC, within six (6) months of the date of this Option, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock, and to cause such Registration Statement to be declared effective as soon as reasonably practicable thereafter. Purchaser shall furnish such information as may be reasonably requested by the Company in order to include the Restricted Stock in such Registration Statement. (b) In the event that any registration pursuant to Section 7.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Holders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (i) first, the securities the Company proposes to sell, and (ii) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (ii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (c) Notwithstanding anything to the contrary contained herein, the Company's obligations under Sections 7.2(a) and (b) above are subject to the following provisions: (i) the Company's obligations under Sections 7.2(a) and (b) shall extend only to the inclusion of the Restricted Stock in a Registration Statement; (ii) the Company's obligations under Sections 7.2(a) and (b) shall not extend to any initial public offering by the Company ("Primary Offering") unless (A) consented to in writing by the Company and, in the case of an underwritten Primary Offering, the managing underwriter, or (B) the shares of Common Stock owned...

Registration of the Shares. The Registration Statement with respect to the Offering has been filed with, and declared effective by, the Commission. Copies of the preliminary prospectus included in the Registration Statement at the time the Registration Statement became effective have been furnished to the Standby Purchasers.

Registration of the Shares. Commencing on the date hereof, the Company shall use its best efforts to promptly register the Shares pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on Securities and Exchange Commission (“SEC”) Form S-8, provided the Consultant and the Company agree on the terms of a lock-up agreement. Consultant hereby covenants that if he becomes a director, officer, holder of ten percent (10%) of the equity and/or voting securities of the Company or is or becomes an “affiliate” of the Company (for the purposes of this Agreement, “affiliate” shall mean an affiliate of, or person affiliated with, a specified person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified), he will not offer to sell or resell the Shares registered on Form S-8, except pursuant to the resale provisions of the Securities Act applicable to affiliates who hold “control securities.”

Registration of the Shares. (a) The Company shall use its reasonable best efforts to prepare and file with the SEC, within 90 days of the date the Offering is completed, a Registration Statement under the Act to permit the public sale of the Restricted Stock, and to cause such Registration Statement to be declared effective within 150 days of the date the Offering is completed. The Selling Stockholders shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If any Selling Stockholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Company, such Selling Stockholder shall nevertheless continue to have the right to include any Restricted Stock in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. In the event that any registration pursuant to this Section 6.2(a) is terminated or withdrawn, the Company shall use its reasonable best efforts to prepare and file with the SEC, as soon thereafter as practicable, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock purchased hereby. (b) Notwithstanding anything to the contrary contained herein, the Company's obligation in Section 6.2(a) above shall extend only to the inclusion of the Restricted Stock in a

Registration of the Shares. Xxxxxxxxx xxxxxx xrants to Turner "piggyback registration rights" with respect tx xxx Shares to be issued to Turner hereunder in respect of the Stock Grant in the next xxxistration statement filed by Xybernaut with respect to its Common Stock (other than a registration statement on Form S-4 or Form S-8 or any successor thereto) immediately following the issuance of the Shares. Xybernaut will furnish Turner with written notice concerning any such registratxxx xtatement reasonably in advance of the filing thereof. If Turner notifies Xybernaut in writing, such notice to be xxxxx within seven (7) business days after receipt of Xybernaut's written notice, that Turner desires its Shares to be included in such registratxxx xtatement (which request shall specify the number of Shares that Turner wishes to have included in the registration sxxxxxxnt), Xybernaut shall use its reasonable best efforts to cause such Shares to be included in the registration statement and to cause the registration statement to be declared effective by the Securities and Exchange Commission (the "Commission"). Notwithstanding the foregoing, Xybernaut shall have the right to exclude such number of the Shares from the registration statement as Xybernaut or the managing underwriter(s), if applicable, may reasonably determine would have an adverse affect on the registration statement, the likelihood of the Commission to declare the registration statement effective or the price to be received by Xybernaut or the other selling shareholders for the other shares of Common Stock covered by the registration statement. If Xybernaut cuts-back the number of Shares requested by Turner to be included in the registration statement xxx xxich Turner has exercised its piggyback registration rights, xx xermitted in the immediately preceding sentence, Turner shall continue to have piggyback registration rixxxx xor succeeding registration statements until all of the Shares have been registered. Xybernaut shall be responsible for the compliance of any such registration statement with applicable securities laws until all of the Shares have been registered; provided that Turner shall be responsible for any information about Turxxx xxecifically required by applicable securities laxx. Xurner shall indemnify and hold harmless Xybernaut (and itx xxxxctors, officers, employees, control persons and agents and their respective successors and assigns) from and against any claim, action, suit, proceeding, damage, liabilit...

Registration of the Shares. The Company shall file with the Commission, on or before the date that is 90 days prior to the first anniversary of the Closing Date, a Registration Statement covering the resale of the Shares to the public by Purchaser. The Company shall use commercially reasonable efforts to cause the Registration Statement covering the Shares to be declared effective by the Commission by the first anniversary of the Closing Date. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144. The Company shall promptly notify Purchaser of the effectiveness of such Registration Statement after the Company confirms effectiveness with the Commission. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the Commission on Form S-3 until one or more registrations statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the Commission pursuant to the terms and conditions of this Agreement.