Registration Rights Under the Securities Act of 1933 Sample Clauses

Registration Rights Under the Securities Act of 1933. The holder of this Warrant shall be entitled to the benefits of the Registration Rights Agreement dated as of the date hereof, executed by the Company and the original holder of this Warrant with respect to the shares of Common Stock underlying this Warrant.
AutoNDA by SimpleDocs
Registration Rights Under the Securities Act of 1933. (A) The Company shall advise the Holder of this Warrant or of the Warrant Shares or any then Holder of Warrants of Warrant Shares (such persons being collectively referred to herein as "Holders") by written notice at least three weeks prior to the anticipated filing of any registration statement under the Act (other than a registration statement on Forms S-4 or Form S-8 promulgated under the Act or any successor or similar form) filed by the Company covering the public offering of securities of the Company for its own account (the "Registration Statement"), or subject to the Company's not being prohibited from doing so pursuant to an agreement with another party, for the account of another party, and will for a period of two (2) years commencing the date hereof, upon the request of any such Holder given not later than 10 days after receipt of such notice from the Company (which notice from the Company will offer such Holder the option to include Shares in such Registration Statement), include in any such Registration Statement such information as may be required to permit a public offering of the Shares. Such inclusion shall be on the same terms and conditions as any similar securities of the Company so included, including, without limitation, the same registration form. Notwithstanding the foregoing, if the Managing Underwriter of any such offering shall advise the Company in writing that, in its opinion, the distribution of all or a portion of the shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities then the Holders who shall have requested registration of Warrant Shares shall withdraw the offer and sale of such Warrant Shares (or the portions thereof so designated by such Managing Underwriter) for such period as the Managing Underwriter shall in its sole discretion determine. The Company shall supply prospectuses and other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Shares, use its best efforts to qualify the Shares for sale in such states as any such Holder reasonably designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Shares, and furnish indemnification in the manner as set forth in Subsection (B)(2)(a) and (b) of this Section 10. Such ...
Registration Rights Under the Securities Act of 1933. The Holder of this Warrant shall have all of the rights, benefits, and obligations with respect to the Warrant Shares of a Holder of Registrable Securities pursuant to that certain Registration Rights Agreement, dated as of ____________ , between the Company and the Holders of Registrable Securities (as defined therein) (the "Registration Rights Agreement").In the event of the exercise or surrender of this Warrant, the Holder of the Warrant Shares shall succeed to the rights in this Section 6.
Registration Rights Under the Securities Act of 1933. The Holder shall have the registration rights with respect to the Registrable Securities contained in the Registration Rights Agreement dated as of the date hereof between Amortibanc Management, L.C. and the Company. For the purposes of this Section 7, the term "Registrable Securities" shall mean any Common Stock purchasable upon exercise of the Parent Warrants (or any Warrant(s) issued in replacement or upon transfer thereof), and any other capital stock issued or issuable with respect to the Common Stock issued or issuable upon the exercise of any Parent Warrant.
Registration Rights Under the Securities Act of 1933 

Related to Registration Rights Under the Securities Act of 1933

  • Registration Under the Securities Act of 1933 None of the Warrants or Shares have been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act").

  • Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be subject to the registration rights set forth on Exhibit B, if attached.

  • Registration Under Securities Act of 1933, as amended The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the Company’s Investors’ Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

  • Registration Under the Securities Act (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable.

  • Compliance with the Securities Act of 1933 The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

  • Securities Act of 1933 The term “

  • Status under the Securities Act The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.

  • Registration Under the 1933 Act (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

  • Registration Under Securities Act Etc The holders of Registrable Securities shall have the rights with respect to the registration thereof set forth in the Registration Rights Agreement.

  • Pursuant to the Securities Act The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-______), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated [●], that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

Time is Money Join Law Insider Premium to draft better contracts faster.