Registration Provisions Clause Samples
Registration Provisions are contractual terms that outline the requirements and procedures for parties to formally enroll, sign up, or otherwise register for a service, event, or program. These provisions typically specify the necessary information to be provided, deadlines for registration, and any fees or documentation required to complete the process. By clearly defining the steps and obligations involved in registration, this clause ensures that all parties understand how to properly initiate their participation, thereby reducing confusion and administrative errors.
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Registration Provisions. 2.1 If the Company, at any time within a period of either (a) four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), the Company shall give prompt written notice to the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice.
2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights.
2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to ...
Registration Provisions. If, following the initial Loan hereunder and registration of the initial Loaned Shares in respect of such Loan, any subsequent Loan and public sale of the Loaned Shares in respect of such subsequent Loan, based upon reasonable advice of counsel to Borrower, would require registration under the Securities Act, Lender agrees to register such sale of shares of Common Stock as and to the extent provided in the Underwriting Agreement.
Registration Provisions. Lender hereby agrees that following the registration of the 8,134,002 shares of Common Stock related to the underwriting agreement attached hereto as Exhibit B (the “Underwriting Agreement”), any subsequent Loan and public sale of Loaned Shares would require registration under the Securities Act. Accordingly, Lender, at its expense, shall use commercially reasonable efforts to register the public sale of Loaned Shares in connection with any such Loan in a form and manner reasonably satisfactory to Borrower, including, without limitation, as promptly as practicable filing a registration statement providing for the registration of, and the sale by the underwriter(s) in an underwritten offering of such securities, causing the registration statement to be declared effective as promptly as practicable, keeping the registration effective, supplemented and amended as required by federal and state securities laws in order to permit the prospectus forming part of the registration statement to be usable by the underwriter(s) in the public offering for such period of time as reasonably required by the Borrower or the underwriter(s), causing the registration statement and any related prospectus and any amendment or supplement to comply in all material respects with the applicable requirements of the Securities Act and not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. In addition, Lender shall enter into an underwriting agreement substantially in the form of the Underwriting Agreement (including, without limitation, substantially equivalent representations and warranties, covenants, closing conditions and indemnities) and provide or cause to be provided customary lock-ups of Lender’s officers, directors and significant stockholders. Lender shall afford Borrower and its representatives and agents an opportunity to conduct an appropriate “due diligence” investigation to Borrower’s reasonable satisfaction, all at the expense of Lender, including, without limitation, providing the access referred to in Section 3(v) (Use of Personnel and Documents) and providing substantially equivalent deliveries set forth in the Underwriting Agreement, including comfort letters from auditors and legal opinions. Borrower shall provide reasonable written notice to Lender of any request for the registration of Loaned Shares pursuant to this Section 21 and L...
Registration Provisions. If, following the initial Loan hereunder and registration of the initial Loaned Shares in respect of such Loan, any subsequent Loan and public sale of the Loaned Shares in respect of such subsequent Loan, in the reasonable opinion of counsel to Borrower, would require registration under the Securities Act of 1933, as amended, Lender shall register such sale in a form and manner reasonably satisfactory to Borrower, and shall enter into an underwriting agreement substantially in the form of the Underwriting Agreement dated as of February 2, 2007 relating to the issuance and sale of such initial Loaned Shares and shall afford Borrower and its representatives and agents an opportunity to conduct an appropriate “due diligence” investigation to Borrower’s reasonable satisfaction, all at the expense of Lender. In no event shall this Section 16 require Lender to register shares of Common Stock in excess of the Maximum Number of Shares.
Registration Provisions. (a) In regard to Parent effecting the registration of the Stock Consideration under the Securities Act of 1933, Parent will:
(i) subject to the terms and conditions of Section 8.4 and this Section 8.5, prepare and file with the SEC the Registration Statement and use its commercially reasonable efforts to cause the Registration Statement to become and remain effective for up to three (3) years to effect the sale of the Stock Consideration;
(ii) prepare and file with the SEC such amendments to the Registration Statement and supplements to the prospectus contained therein as may be necessary to keep the Registration Statement effective for the earlier to occur of three (3) years or the sale by such respective Shareholders of all Stock Consideration so registered;
(iii) furnish to such Shareholders such reasonable number of copies of the Registration Statement, preliminary prospectus, final prospectus and such other documents as the Shareholders may reasonably request in order to facilitate the public offering of the shares of the Stock Consideration;
(iv) prepare and promptly file with the SEC and promptly notify the Shareholders of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statements or omission if, at the time when a prospectus relating to such shares of the Stock Consideration is required to be delivered under the Securities Act of 1933, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and
(v) advise such Shareholders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Securities and Exchange Commission suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Such Shareholders, upon receipt of any notice from Parent of the happening of any event of the kind described in Section 8.5(a)(iv) or (v), will forthwith discontinue disposition of the shares of Stock Consideration until such Shareholders' receipt of the copies of the suppl...
Registration Provisions. Except as provided in the Registration ----------------------- Rights Agreement, the Company is not required under the terms hereof to register any securities issued pursuant hereto, and the subsequent transfer of any shares issued pursuant hereto may require registration under the Securities Act as well as under applicable state laws. In the event the shares issued upon the exercise of this Warrant are not registered, the Holder acknowledges that any stock certificate evidencing shares acquired on exercise of this Warrant shall contain a legend restricting transferability substantially as follows: THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND/OR QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION, UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL (WHO MAY BE INTERNAL COUNSEL OF MCI) REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.
Registration Provisions. With respect to each registration pursuant to this Agreement:
(a) Notwithstanding anything herein to the contrary, the Company shall not be required to include in any registration any of the Registrable Shares owned by a Registering Stockholder if (1) the Company shall deliver to the Registering Stockholder an opinion, satisfactory in form, scope and substance to the Registering Stockholder and addressed to the Registering Stockholder by legal counsel satisfactory to the Registering Stockholder, to the effect that the distribution of such Registrable Shares proposed by the Registering Stockholder is exempt from registration under the Securities Act and all applicable state securities laws, (2) such Registering Stockholder or any underwriter of such Registrable Shares shall fail to furnish to the Company the information in respect of the distribution of such Registrable Shares that may be required under this Agreement to be furnished by the Registering Stockholder or the underwriter to the Company or (3) if such registration involves an underwritten offering, such Registrable Shares are not included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters in the registration or the Registering Stockholder fails to enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering.
(b) The Company shall make available for inspection by each Registering Stockholder participating in the registration, each underwriter of Transaction Registrable Shares owned by the Registering Stockholder and their respective accountants, counsel and other representatives all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility in connection with each registration of Transaction Registrable Shares owned by the Registering Stockholder, and shall cause the Company's officers, directors and employees to supply all information reasonably requested by any such person in connection with such registration; provided that records and documents which the Company determines, in good faith, after consultation with counsel for the Company and counsel for the Registering Stockholder or underwriter, as the case may be, to be confidential and which it notifies such persons are confidential shall not be disclosed to the...
Registration Provisions. If for any reason the SEC does not permit all of the Shares to be included in the Registration Statement filed pursuant to Section 7.08, or for any other reason any outstanding Shares are not then covered by an effective Registration Statement, then the Parent shall prepare and file within 30 days, an additional Registration Statement covering the resale of all Shares not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for such purpose). The Parent shall cause each such Registration Statement to be declared effective under the Securities Act as soon as possible and shall use its reasonable best efforts to keep such Registration Statement continuously effective for at least 24 months following such time as it is declared effective by the SEC.
Registration Provisions. If, following the initial Loan hereunder and registration of the initial Loaned Shares in respect of such Loan, any subsequent Loan and public sale of the Loaned Shares in respect of such subsequent Loan that, to the best of Borrower's knowledge at the time any such Loan is initiated, shall be used for purposes reasonably designed to facilitate hedging transactions relating to the purchase and ownership of Convertible Notes, in the reasonable opinion of counsel to Borrower, would require registration under the Securities Act, Lender shall register such sale in a form and manner reasonably satisfactory to Borrower, and shall enter into an underwriting agreement substantially in the form of the underwriting agreement relating to the issuance and sale of such initial Loaned Shares and shall afford Borrower and its representatives and agents an opportunity to conduct an appropriate "due diligence" investigation to Borrower's reasonable satisfaction, all at the expense of Lender. In no event shall this Section 14 require Lender to register shares of Common Stock in excess of the Maximum Number of Shares.
Registration Provisions. Lender shall use its commercially reasonable efforts to cooperate in the registration for sale of the Loaned Shares by the Borrower, at the expense of Borrower. In no event shall this Section 14 require Lender to register shares of Common Stock in excess of the Maximum Number of Shares.