Common use of Registration Right Clause in Contracts

Registration Right. (i). Within 30 calendar days from the Closing Date (the “Filing Deadline”), the Company shall file with the SEC a registration statement on Form F-1 or F-3 registering for the resale by the Buyers of the Securities sold pursuant to this Agreement (the “Resale Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use its commercially reasonable efforts to cause the Resale Registration Statement to become effective under the Securities Act as promptly as possible after the filing thereof, within 60 calendar days following the date of filing with the SEC (or 150 calendar days following the date of filing with the SEC in the event of a “full review” by the SEC) (the “Effective Date”) and to keep the Resale Registration Statement effective at all times until (a) the Securities purchased in this private placement have been disposed of by the Buyers in accordance with such effective Resale Registration Statement, or (b) such Securities become eligible for resale without volume or manner-of-sale restrictions and without a current public information requirement pursuant to Rule 144 as set forth in a written opinion letter issued by the counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent and the affected Buyers. The Company shall immediately notify the Buyers via e-mail of the effectiveness of a Resale Registration Statement on the same Business Day that the Company receives confirmation of effectiveness from the SEC. If required, the Company shall, by 9:30 a.m. (New York City time) on the Business Day after the Effective Date of such Resale Registration Statement, file a final prospectus with the SEC as required by Rule 424. (ii). If: (i) the Resale Registration Statement, or if applicable, an additional registration statement, is not filed on or prior to the Filing Deadline (if the Company files the Resale Registration Statement or an additional registration statement without affording the Buyers the opportunity to review and comment on the same as required herein, or the Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the Filing Deadline (notwithstanding the foregoing, (a) if the Company provides the Resale Registration Statement or an additional registration statement to the Buyers and the Buyers do not complete their review or provide confirmation within two Business Days, the Company may proceed with the filing, which may be deemed as filing prior to the Filing Deadline and (b) if the Buyers provide comments within such two-business-day period, the Company shall be entitled to a one-business-day extension to the Filing Deadline), (ii) the Company fails to file with the SEC a request for acceleration of a Resale Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Resale Registration Statement will not be “reviewed” or will not be subject to further review or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Resale Registration Statement within ten (10) Business Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Resale Registration Statement to be declared effective (provided, that the foregoing clause shall not apply with respect to any amendment required to be filed in response to any oral or written comments by the SEC related to insufficient authorized shares and/or requisite stockholder approval), (iv) the SEC has indicated they will not review a Resale Registration Statement registering for resale all of the Securities, and such Resale Registration Statement is not declared effective by the SEC by the Effective Date of the Resale Registration Statement or an additional registration statement; or (v) after the effective date of a Resale Registration Statement, such Resale Registration Statement ceases for any reason to remain continuously effective as to all Securities included in such Resale Registration Statement, other than up to three instances, for not more than sixty (60) consecutive calendar days and not more than an aggregate of one hundred and twenty (120) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Business Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) Business Day period is exceeded, and for purpose of clause (iv) the date on which such ninety (90) or one hundred and eighty (180) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Buyers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earliest of (x) the applicable Event is cured, (y) the Securities purchased in this private placement have been disposed of by the Buyers in accordance with such effective Resale Registration Statement, or (z) such Securities become eligible for resale without volume or manner-of-sale restrictions and without a current public information requirement pursuant to Rule 144 as set forth in a written opinion letter issued by the counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent and the affected Buyers, the Company shall pay to each Buyer an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 12.0% multiplied by the aggregate amount paid by such Buyer pursuant to this Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Buyer under this Agreement shall be 20.0% of the aggregate amount paid by such Buyer pursuant to this Agreement, irrespective of the number of Events occurring. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Registration Right. If (i). Within 30 calendar days from but without any obligation to do so) at any time within two years of the Closing Date (the “Filing Deadline”), the Company shall file with the SEC a registration statement on Form F-1 or F-3 registering for the resale by the Buyers Parent proposes to register shares of the Securities sold pursuant to this Agreement (the “Resale Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use its commercially reasonable efforts to cause the Resale Registration Statement to become effective Common Stock under the Securities Act as promptly as possible after the filing thereof, within 60 calendar days following the date of filing in connection with the SEC public offering of such Common Stock solely for cash (other than a registration on Form S-8 or 150 calendar Form S-4 or any successor forms, or a registration filed in connection with an exchange offer or offering solely to existing shareholders or employees of Parent), Parent shall promptly give each EFS Shareholder written notice of such proposed registration. On the written request of any EFS Shareholder given within 20 days following after mailing of such notice by Parent, subject to the date provisions set forth below, Parent shall include all of filing the shares of Common Stock acquired by the EFS Shareholder in connection with the SEC Closing under this Agreement then held by the EFS Shareholder in such registration statement. Whether or not any EFS Shareholder has requested to have shares included, the decision to proceed with, or to withdraw, the registration shall be in the event of a “full review” by the SEC) (the “Effective Date”) and to keep the Resale Registration Statement effective at all times until (a) the Securities purchased in this private placement have been disposed of by the Buyers in accordance with such effective Resale Registration Statement, or (b) such Securities become eligible for resale without volume or manner-of-sale restrictions and without a current public information requirement pursuant to Rule 144 as set forth in a written opinion letter issued by the counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent and the affected Buyers. The Company shall immediately notify the Buyers via e-mail sole discretion of the effectiveness of a Resale Registration Statement on the same Business Day that the Company receives confirmation of effectiveness from the SECParent. If required, the Company shall, by 9:30 a.m. (New York City time) on the Business Day after the Effective Date of such Resale Registration Statement, file a final prospectus with the SEC as required by Rule 424. (ii). If: (i) the Resale Registration Statement, or if applicable, an additional registration statement, is not filed on or prior to the Filing Deadline (if the Company files the Resale Registration Statement or an additional registration statement without affording the Buyers the opportunity to review and comment on the same as required herein, or the Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the Filing Deadline (notwithstanding Notwithstanding the foregoing, (a) if the Company provides shares held by the Resale Registration Statement or an additional EFS Shareholders shall not be included in the registration statement if, in the opinion of any underwriter involved in the offering, the inclusion of such shares would adversely affect such offering. As a condition precedent to including the shares in the registration, the EFS Shareholders shall agree to accept the terms of the underwriting as agreed to by the Parent and the underwriter and shall deliver the usual and customary indemnifications to Parent and/or the underwriter. Parent shall be responsible for the costs of the registration, other than underwriting discounts and commissions relating to the Buyers and sale of the Buyers do not complete their review or provide confirmation within two Business Days, Common Stock by the Company may proceed with the filingEFS Shareholders, which may be deemed as filing prior to the Filing Deadline and (b) if the Buyers provide comments within such two-business-day period, the Company shall be entitled to a one-business-day extension to the Filing Deadline), (ii) the Company fails to file with the SEC a request for acceleration of a Resale Registration Statement in accordance with Rule 461 promulgated paid by the SEC pursuant EFS Shareholders. The rights under this Section 1.10 shall not be transferable and shall not be applicable to the Securities Act, within five (5) Business Days any shares of the date that the Company is notified (orally or in writing, whichever is earlier) Common Stock transferred by the SEC that such Resale Registration Statement will not EFS Shareholders. The terms of this Section 1.10 shall terminate and thereafter be “reviewed” or will not be subject to further review or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment null and otherwise respond in writing to comments made by the SEC in respect of such Resale Registration Statement within ten (10) Business Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Resale Registration Statement to be declared effective (provided, that the foregoing clause shall not apply void with respect to an EFS Shareholder if, at any amendment required to be filed in response to any oral or written comments by the SEC related to insufficient authorized shares and/or requisite stockholder approval), (iv) the SEC has indicated they will not review a Resale Registration Statement registering for resale all of the Securities, and such Resale Registration Statement is not declared effective by the SEC by the Effective Date of the Resale Registration Statement or an additional registration statement; or (v) after the effective date of a Resale Registration Statementtime, such Resale Registration Statement ceases for any reason to remain continuously effective as to all Securities included in such Resale Registration Statement, other than up to three instances, for not more than sixty (60) consecutive calendar days and not more than an aggregate of one hundred and twenty (120) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Business Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) Business Day period is exceeded, and for purpose of clause (iv) the date on which such ninety (90) or one hundred and eighty (180) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Buyers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earliest of (x) the applicable Event is cured, (y) the Securities purchased in this private placement have been disposed of by the Buyers in accordance with such effective Resale Registration Statement, or (z) such Securities become eligible for resale without volume or manner-of-sale restrictions and without a current public information requirement pursuant to Rule 144 as set forth in a written opinion letter issued by the counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent and the affected Buyers, the Company shall pay to each Buyer an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 12.0% multiplied by the aggregate amount paid by such Buyer pursuant to this Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Buyer under this Agreement shall be 20.0EFS Shareholder could sell at least 75% of the aggregate amount paid shares of Common Stock then held by such Buyer pursuant to this Agreement, irrespective EFS Shareholder that were received in connection with the Closing in any 90 day period under the provisions of the number of Events occurring. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for Rule 144 or any portion of a month prior to the cure of an Eventsuccessor rule.

Registration Right. At any time within one year after the receipt by a Minority Stockholder of Axsys Common Stock pursuant to Section 4 or 5 hereof, at the request of both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ jointly (i). Within 30 calendar days from the Closing Date (the “Filing Deadline”"Founders"), the Company Controlling Stockholder shall file with the SEC a registration statement on Form F-1 or F-3 registering for (the "Registration Statement") covering the resale of such Axsys Common Stock by the Buyers of all Minority Stockholders under the Securities sold pursuant to this Agreement (Act, as promptly as practicable after the “Resale Registration Statement”) for an offering to be made on receipt by Controlling Stockholder of a continuous basis pursuant to Rule 415. The Company written request therefor by both Founders and shall use its commercially reasonable best efforts to cause have the Resale Registration Statement declared effective within 180 days after receipt of such request. Controlling Stockholder shall keep the Registration Statement current for a period ending the earlier of (x) 90 days after it first becomes effective and (y) the first anniversary after such receipt of Axsys Common Stock; provided, however, if, after the Registration Statement becomes effective, Controlling Stockholder advises the Founders that Controlling Stockholder considers it appropriate for the Registration Statement to become be amended, the Minority Stockholder shall suspend any further sales of their Axsys Common Stock until Controlling Stockholder advises the Founders that the Registration Statement has been amended. The 90- day time period referred to herein during which the Registration Statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of business days during which the right to sell Axsys Common Stock was suspended pursuant to the immediately preceding sentence, but in no event will Controlling Stockholder be required to update the Registration Statement after the first anniversary of such receipt of Axsys Common Stock. Controlling Stockholder shall be responsible for the payment of the "Registration Expenses" of the Registration Statement. "Registration Expense" means all expenses incident to the Buyer's performance of or compliance with its obligations under this Section 9, including, without limitation, (i) all registration, filing and NASD fees, (ii) all fees and expenses of complying with securities or blue sky laws, (iii) all word processing, duplicating and printing expenses, (iv) messenger and delivery expenses, and (v) the fees and disbursements of counsel for Buyer and of its independent public accountants, but excluding, if any, transfer taxes and fees and expenses of any accountants counsel retained by Sellers. The indemnification provisions relating to the Registration Statement set forth in Annex 1.3(b) to the Stock Purchase Agreement are incorporated herein and made a part hereof by reference. The Founders' right jointly to request Controlling Stockholder to file a registration statement under the Securities Act as promptly as possible after the filing thereof, within 60 calendar days following the date of filing with the SEC (or 150 calendar days following the date of filing with the SEC in the event of a “full review” by the SEC) (the “Effective Date”) and to keep the Resale Registration Statement effective at all times until (a) the Securities purchased in this private placement have been disposed of by the Buyers in accordance with such effective Resale Registration Statement, or (b) such Securities become eligible for resale without volume or manner-of-sale restrictions and without a current public information requirement pursuant to Rule 144 as set forth in a written opinion letter issued by the counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent and the affected Buyers. The Company shall immediately notify the Buyers via e-mail of the effectiveness of a Resale Registration Statement on the same Business Day that the Company receives confirmation of effectiveness from the SEC. If required, the Company shall, by 9:30 a.m. (New York City time) on the Business Day after the Effective Date of such Resale Registration Statement, file a final prospectus with the SEC as required by Rule 424. (ii). If: (i) the Resale Registration Statement, or if applicable, an additional registration statement, is not filed on or prior to the Filing Deadline (if the Company files the Resale Registration Statement or an additional registration statement without affording the Buyers the opportunity to review and comment on the same as required herein, or the Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the Filing Deadline (notwithstanding the foregoing, (a) if the Company provides the Resale Registration Statement or an additional registration statement to the Buyers and the Buyers do not complete their review or provide confirmation within two Business Days, the Company may proceed with the filing, which may be deemed as filing prior to the Filing Deadline and (b) if the Buyers provide comments within such two-business-day period, the Company shall be entitled to a one-business-day extension to the Filing Deadline), (ii) the Company fails to file with the SEC a request for acceleration of a Resale Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Resale Registration Statement will not be “reviewed” or will not be subject to further review or (iii) prior to the effective date of a Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Resale Registration Statement within ten (10) Business Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Resale Registration Statement to be declared effective (provided, that the foregoing clause shall not apply with respect to any amendment required to be filed in response to any oral or written comments by the SEC related to insufficient authorized shares and/or requisite stockholder approval), (iv) the SEC has indicated they will not review a Resale Registration Statement registering for resale all of the Securities, and such Resale Registration Statement is not declared effective by the SEC by the Effective Date of the Resale Registration Statement or an additional registration statement; or (v) after the effective date of a Resale Registration Statement, such Resale Registration Statement ceases for any reason to remain continuously effective as to all Securities included in such Resale Registration Statement, other than up to three instances, for not more than sixty (60) consecutive calendar days and not more than an aggregate of one hundred and twenty (120) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Business Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) Business Day period is exceeded, and for purpose of clause (iv) the date on which such ninety (90) or one hundred and eighty (180) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Buyers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earliest of (x) the applicable Event is cured, (y) the Securities purchased in this private placement have been disposed of by the Buyers in accordance with such effective Resale Registration Statement, or (z) such Securities become eligible for resale without volume or manner-of-sale restrictions and without a current public information requirement pursuant to Rule 144 as set forth in a written opinion letter issued by the counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent and the affected Buyers, the Company shall pay to each Buyer an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 12.0% multiplied by the aggregate amount paid by such Buyer pursuant to this Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Buyer under this Agreement Axsys Common Stock shall be 20.0% of the aggregate amount paid by such Buyer pursuant to this Agreement, irrespective of the number of Events occurring. The partial liquidated damages pursuant to the terms hereof shall apply on exercisable only a daily pro rata basis for any portion of a month prior to the cure of an Eventsingle time.

Registration Right. (i)6.3.1. Within 30 calendar days from the Closing Date (the “Filing DeadlineDate”), the Company shall file with the SEC a registration statement on Form F-1 (or Form F-3 registering if the Company is then eligible for Form F-3) providing for the resale by the Buyers Investors of the Securities Ordinary Shares sold pursuant to this Agreement (the “Resale Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415). The Company shall use its commercially reasonable efforts to cause the Resale Registration Statement to become effective under the Securities Act as promptly as possible after the filing thereof, within 60 calendar days following the date of filing with the SEC (or 150 90 calendar days following the date of filing with the SEC in the event of a “‘full review” ’ by the SEC) (the “Effective Effectiveness Date”) and to keep the Resale Registration Statement effective at all times until (a) the Securities Ordinary Shares purchased in this private placement Private Placement have been disposed of by the Buyers Investors in accordance with such effective Resale Registration Statement, or (b) such Securities Ordinary Shares have been previously sold in accordance with Rule 144, or (c) such Ordinary Shares become eligible for resale without volume or manner-of-sale restrictions and without a current public information requirement pursuant to Rule 144 as set forth in a written opinion letter issued by the counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent and the affected Buyers. The Company shall immediately notify the Buyers via e-mail of the effectiveness of a Resale Registration Statement on the same Business Day that the Company receives confirmation of effectiveness from the SECTransfer Agent. 6.3.2. If required, the Company shall, by 9:30 a.m. (New York City time) on the Business Day after the Effective Date of such Resale Registration Statement, file a final prospectus with the SEC as required by Rule 424. (ii). If: (ia) the Resale Registration Statement, or if applicable, an additional registration statement, Statement is not filed on or prior to the its Filing Deadline (if the Company files the Resale Registration Statement Date or an additional registration statement without affording the Buyers the opportunity to review and comment on the same as required herein, or the Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the Filing Deadline (notwithstanding the foregoing, (a) if the Company provides the Resale Registration Statement or an additional registration statement to the Buyers and the Buyers do not complete their review or provide confirmation within two Business Days, the Company may proceed with the filing, which may be deemed as filing prior to the Filing Deadline and (b) if the Buyers provide comments within such two-business-day period, the Company shall be entitled to a one-business-day extension to the Filing Deadline), (ii) the Company fails to file with the SEC a request for acceleration of a the Resale Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five (5) Business Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Resale Registration Statement will not be “reviewed” or will not be subject to further review review, or (iiic) prior to the effective date of a the Resale Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC Commission in respect of such Resale Registration Statement within ten fifteen (1015) Business Trading Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Resale Registration Statement to be declared effective effective, or (provided, that the foregoing clause shall not apply with respect to any amendment required to be filed in response to any oral or written comments by the SEC related to insufficient authorized shares and/or requisite stockholder approval), (ivd) the SEC has indicated they will not review a Resale Registration Statement registering for resale all of the Securities, and such Resale Registration Statement Ordinary Shares sold pursuant to this Private Placement is not declared effective by the SEC by the Effective Effectiveness Date of the Resale Registration Statement or an additional registration statement; or (v) after the effective date of a Resale Registration Statement, such Resale Registration Statement ceases for any reason to remain continuously effective as to all Securities included in such Resale Registration Statement, other than up to three instances, for not more than sixty (60) consecutive calendar days and not more than an aggregate of one hundred and twenty (120) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (iib) the date on which such five (5) Business Trading Day period is exceeded, and for purpose of clause (iiic) the date which such ten fifteen (1015) Business Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ninety (90) or one hundred and eighty (180) calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then, in addition to any other rights the Buyers Investors may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earliest of (x) the applicable Event is cured, (y) the Securities purchased in this private placement have been disposed of by the Buyers in accordance with such effective Resale Registration Statement, or (z) such Securities become eligible for resale without volume or manner-of-sale restrictions and without a current public information requirement pursuant to Rule 144 as set forth in a written opinion letter issued by the counsel to the Company to such effect, addressed, delivered and acceptable to the transfer agent and the affected Buyers, the Company shall pay to each Buyer Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 12.0% one percent (1%) multiplied by the aggregate amount Consideration paid by such Buyer Investor pursuant to this Agreement. The parties agree ; provided that in no event shall the maximum aggregate liquidated damages payable to a Buyer accruing under this Agreement shall be 20.0% Section ‎ 6.3.2 exceed ten percent (10%) of the aggregate amount paid by such Buyer pursuant to this Agreement, irrespective of the number of Events occurringInvestor’s Consideration. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.