Registration Provisions. (i) The Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, and use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, in each case no later than fifteen (15) months anniversary of the Effective Date (the “Deadline Date”), and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2.1(iv) of this Schedule II. Notwithstanding the foregoing, the Company shall not be required to prepare and file a Registration Statement (or cause such Registration Statement to be declared effective) pursuant to this Section 2.1(i) until after the filing of its Annual Report on Form 20-F for the year ended December 31, 2017 (without limitation to the rights of the Holders pursuant to Section 2.1(iv) of this Schedule II).
Registration Provisions. With respect to each registration pursuant to this Agreement:
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. 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 a. Newpark shall as soon as practicable and at its own expense, but in no event later than thirty (30) days after the Closing Date, file a Registration Statement (as defined below) under the Securities Act covering the resale of all of the Common Shares and shall use its best efforts to cause such Registration Statement to be declared effective not later than the 75th day following the Closing Date (the "Required Registration Date"). The obligations to have the Registration Statement declared effective and to maintain such effectiveness as provided in this Section 4 (subject to any Blackout Period that does not constitute a Blackout Violation) are referred to herein as the "Registration Requirement." Pursuant to the preceding sentence, Newpark shall register pursuant to such Registration Statement not less than the number of shares of Common Stock equal at least to the sum of (x) the 1,900,000 Common Shares initially issuable under the Warrant plus (y) all Common Shares that may become issuable under the Warrant pursuant to Sections 2, 3 and 4 thereof plus (z) (1) 1.5 times (2) the total number of Common Shares issued or issuable under this Agreement excluding the Warrant (including all shares issued or issuable under the Preferred Shares, whether upon conversion, as dividends within the year following such date (assuming that all dividends are made as required in the Certificate of Rights and Preferences and are made in Common Stock) or otherwise on an as-converted basis as of such date) (the "Registrable Number"). Newpark shall promptly amend such Registration Statement (or, if necessary, file a new Registration Statement) at any time that the number of Common Shares issued and issuable under this Agreement exceeds eighty percent (80%) of the number of shares then registered so that the Registrable Number (as determined on such date) of Common Shares shall be registered and freely tradable.
Registration Provisions. If, following the initial Loan hereunder and registration of the initial Loaned Shares in respect of such Loan, Borrower determines, based upon reasonable advice of counsel to Borrower, with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures adopted by Borrower and designed to achieve compliance with such legal, regulatory or self-regulatory requirements, that any subsequent Loan and public sale of the Loaned Shares in respect of such subsequent Loan 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. (a) The Company will keep the Registration Statement continuously effective for so long as any Common Stock continues to be issuable hereunder or upon exercise of the Warrant. In the event that the Company fails to maintain the effectiveness and availability of the Registration Statement at any time during the period described above, the Company will promptly provide notice thereof to Purchaser.
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.
Registration Provisions a. The Company shall, at its own expense, file a registration statement (the "Registration Statement") under the Securities Act covering the sale or resale of the Warrant Shares, and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective not later than November 1, 1999 (i) with respect to the Initial Warrants, and (ii) with respect to the Additional Warrants, the date such Additional Warrants are issued to the Purchaser, provided that the Purchaser shall have provided such information and cooperation in connection therewith as the Company may request.
Registration Provisions a. SyQuest shall, as promptly as practicable hereafter and at its own expense, file a registration statement (the "Registration Statement") under the 1933 Act covering the sale or resale of the Common Stock issuable upon conversion of the Preferred Shares as of the Closing Date plus fifty percent, and exercise of the Warrant (each a "Covered Security"), and shall use its best efforts to cause such Registration Statement to be declared effective not later than the earlier of (i) 90 days from the date SyQuest's registration statement number 333-40329 is declared effective, or (ii) 120 days from the Closing Date, provided however, if the SEC reviews such Registration Statement, then the date by which the Registration Statement is to be declared effective shall be extended by 30 days). SyQuest shall amend such Registration Statement from time to time upon the request of Investor if the maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrant is greater than the number of shares of Common Stock registered pursuant to such Registration Statement, unless an amendment is not required for the registration and sale of such securities under such Registration Statement pursuant to Rule 416 or any other rule under the 1933 Act; provided that Investor shall have provided such information and cooperation in connection therewith as SyQuest may reasonably request.
