Registration Requirement. Notwithstanding anything else in this Section 6, no Warrants (including any Private Warrants) may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares (other than Warrant Shares to be issued upon exercise of any Private Warrant) is current. The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants (other than Warrant Shares to be issued upon exercise of any Private Warrant) from the date the Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise Period, a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is not effective under the Act, all the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and worthless, and as a result purchasers of the Units will have paid the full Unit price solely for the share of Common Stock included in each Unit. In no event shall the Warrants be settled on a net cash basis nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant.
Registration Requirement. Subject to the last sentence of this paragraph, the Company shall prepare promptly and file with the Commission a Resale Registration Statement meeting the requirements of the Securities Act within five (5) Business Days following the Closing under the Purchase Agreement, and will use its best efforts to cause the Resale Registration Statement to be declared effective by the Commission as soon as practicable thereafter and in any event not later than sixty (60) days after such filing. The Company's obligations to file a Resale Registration Statement and to have it declared effective within the time periods set forth in the first sentence of this Section 2(a) shall be subject to the Company's right to deliver to the Holders a Delay Notice pursuant to Section 2(e) hereof. If a Resale Registration Statement is not filed with the Commission within five (5) Business Days following the Closing under the Purchase Agreement (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been filed, payable in monthly installments. If the Resale Registration Statement is not declared effective by the Commission within 60 days after it is filed with the Commission (subject to any bona fide Delay Period), the Company will pay to each Holder, as liquidated damages and not as a penalty, an amount equal to 1.0% of the aggregate purchase price for the Unsubscribed Shares paid by such Holder pursuant to Section 1.3 of the Purchase Agreement for each month or part thereof that such Resale Registration Statement has not been declared effective, payable in monthly installments. The payment of liquidated damages pursuant to this paragraph shall be made by the Company, at its option, either in cash or in Liquidated Damages Warrants having a value (such value to be determined as set forth below) equal to such liquidated damages. Such Liquidated Damages Warrants shall contain the same terms as the Standby Commitment Fee Warrants except that they shall have an exercise period of one year from the date of actual issuance, and they shall have an exercise price (x) with respect to the first installment of Liquidated Damages Warrants, equal to the Average Share Price (as defined in the Purchase Agr...
Registration Requirement. Notwithstanding anything else in this Section 6, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares is current. The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants from the date the Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise Period, a registration statement covering the Warrant Shares to be issued upon exercise is not effective under the Act, all the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and worthless, and as a result purchasers of the Units will have paid the full Unit purchase price solely for the share of Common Stock included in each Unit. In no event shall the Warrants be settled on a net cash basis nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant.
Registration Requirement. At the time of the Closing, holders of the Securities and the Company shall execute a registration rights agreement in the form attached hereto as Exhibit B (the "REGISTRATION RIGHTS AGREEMENT").
Registration Requirement. The Company shall use commercially reasonable efforts to cause there to be filed with the Commission a Shelf Registration Statement meeting the requirements of the Securities Act at least 30 days prior to the Exercise Commencement Date, or if any Venture Warrants shall not have been issued by such date, within 30 days following the date of issuance and subsequent transfer to the Holders thereof pursuant to the Venture Agreement, and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission within 120 days after the filing of any such Shelf Registration Statement, provided however, the Company shall not be required to file a Shelf Registration Statement or cause it to be declared effective during any Delay Period. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading.
Registration Requirement. On the First Closing Date, the holders of the Securities and the Company shall execute a registration rights agreement in the form attached hereto as Exhibit C (the “Registration Rights Agreement”).
Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form S-1 or other appropriate registration document under the Act (the “Registration Statement”) for resale of the Shares and all shares held by the stockholders of the Company immediately prior to the Closing Date except those shares held by affiliates of WestPark Capital, Inc. (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twelve (12) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than thirty (30) days after the final Closing of the Offering (the “Registration Filing Date”), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Registration Filing Date, or one hundred eighty (180) days after the Registration Filing Date if the Registration Statement is subject to a full review by the SEC.
Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form SB-2 or other appropriate registration document under the Act (the “Registration Statement”) for resale of the Shares, all shares held by the shareholders of the Company immediately prior to the Close, and those shares held by certain designees of the shareholder of KGE (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than thirty (30) days after the Closing Date (the “Registration Filing Date”), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Date, or one hundred eighty (180) days after the Closing Date if the Registration Statement is subject to a full review by the SEC. Subject to the conditions and limitations hereof, including the limitations set forth in Section 4.2, the Company’s failure to satisfy the obligations specified in the immediately preceding sentence shall require the Company to make a cash payment, as liquidated damages, to the Subscriber of 0.0333% of the Purchase Price of the Shares sold to the Subscriber under this Subscription Agreement for each business day of such failure. For the avoidance of doubt, any right to receive such cash payment shall be Subscriber’s sole and exclusive remedy for the failure of the Company to satisfy the obligations under this Section 4.1.
Registration Requirement. Before you are permitted to play any games on XxxxXxx.xxx you must be a Registered Player.
Registration Requirement. If a Supplier delivers hazardous substances, Supplier shall register with The Danish Maritime Occupational Health Service (“Sea health”) via xxx.xxxxxxxxxxxx.xx within 7 days of signing the PO to get access to the Maritime Chemical Database (“MCD”). According to international maritime legislation a Safety Data Sheet (“SDS”) shall be delivered by Supplier to Buyer together with the delivery taking place. Supplier shall also send a PDF copy of such SDS to XXXXXXXXX@xxxxxxxxxxxx.xxx written in English prior to each first time delivery and subsequently after each revision. The initial upload of a SDS shall be made in xxx.xxxxxxxxxxxx.xx by the Buyer.
