Common use of Registration Rights Clause in Contracts

Registration Rights. (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/)

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Registration Rights. a. The Company agrees that, within forty-five (a45) Following calendar days after the termination Transaction Closing (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale or transfer of the Merger Agreement Shares (the “Initial Registration Statement”), and until such time the Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective as all Option soon as practicable after the filing thereof, but no later than the earlier of, (i) if the Commission notifies the Company that it will “review” the Initial Registration Statement, the ninetieth calendar day following the earlier of (A) the Filing Deadline and (B) the initial filing date of the Initial Registration Statement, and (ii) the tenth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review. If not included in the Initial Registration Statement, in the event that any Additional Shares issued to Parent may be sold Subscriber pursuant to the terms of this Subscription Agreement are not permitted by the Commission to be registered on the Initial Registration Statement, the Company agrees that, within thirty (30) business days following the Additional Closing Date (the “Additional Filing Deadline” and, together with the initial Filing Deadline, each, a “Filing Deadline”), the Company will submit to or file with the Commission a registration statement for a shelf registration on Form S-1 or Form S-3 (if the Company is then eligible to use a Form S-3 shelf registration) (an “Additional Registration Statement” and, together with the Initial Registration Statement, each, a “Registration Statement”), in each case, covering the resale of the Additional Shares acquired by the Subscriber pursuant to this Subscription Agreement which are eligible for registration (determined as of two business days prior to such submission or filing). The Company’s obligations to include the Shares or Additional Shares, as applicable, in a Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares or Additional Shares, as applicable as shall be reasonably requested in writing by the Company to effect the registration of the Shares or the Additional Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations; provided, however, that the Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares or Additional Shares, as applicable. With respect to the information to be provided by the Subscriber pursuant to this Section 7, the Company shall request such information prior to the anticipated initial filing date of a Registration Statement. The Company will provide a draft of a Registration Statement to the Subscriber for review at least two (2) business days in advance of its anticipated initial filing date. Notwithstanding the foregoing, if the Commission prevents the Company from including in a Registration Statement any or all of the Shares or Additional Shares due to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale or transfer of 1933 the Shares by the applicable stockholders or otherwise, the Registration Statement shall register for resale or transfer such number of Common Shares which is equal to the maximum number of Shares (and Additional Shares, as applicable) as is permitted by the "REGISTRATION PERIOD")Commission. In such event, Parent the number of Shares (sometimes referred to herein and Additional Shares, as the "HOLDER") may by written notice (a "REGISTRATION NOTICE"applicable) to be registered for each selling stockholder named in the Company (the "REGISTRANT") request the Registrant Registration Statement shall be reduced pro rata among all such selling stockholders, and as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement additional Shares (such shares requested to be registeredand Additional Shares, the "REGISTRABLE SECURITIES"as applicable) in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provisionAct, the Company shall file a new Registration Statement to register such Shares not included in a filed Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 7. Holder agrees If the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to cause, and withdraw from the Registration Statement. The Company will use its commercially reasonable efforts to cause any underwriters maintain the continuous effectiveness of any sale Registration Statement, or other disposition another shelf registration statement that includes the Shares (and Additional Shares, as applicable) to cause, any sale or other disposition be sold pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of this Subscription Agreement, until the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number of Registrable Securities so purchased date on which all such Shares, and any Additional Shares, issued to Subscriber have actually been sold, (ii) the per share average of date which is three years after the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten relevant Registration Statement filed hereunder is declared effective and (10iii) trading days immediately preceding the date on which the Shares (and Additional Shares, as applicable) may be resold without volume or manner of sale limitations pursuant to Rule 144 promulgated under the Registration NoticeSecurities Act. Any such purchase For purposes of Registrable Securities clarification, any failure by the Registrant hereunder will take place at Company to file any Registration Statement by a closing Filing Deadline or to be held at effect such Registration Statement by date of effectiveness shall not otherwise relieve the principal executive offices Company of its obligations to file or cause the Registrant effectiveness of any Registration Statement set forth in this Section 7. For purposes of this Section 7, “Shares” or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 5 contracts

Samples: Subscription Agreement (Chavant Capital Acquisition Corp.), Form of Subscription Agreement (Chavant Capital Acquisition Corp.), Subscription Agreement (Mobix Labs, Inc)

Registration Rights. (a) Following The Company agrees that, within forty-five (45) calendar days after the termination Transaction Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Shares (the initial registration statement and until such time as all Option Shares issued to Parent any other registration statement that may be sold pursuant filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to Rule 144(khave the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company will provide a draft of the Securities Act Registration Statement to Subscriber for review at least three (3) business days in advance of 1933 (filing the "REGISTRATION PERIOD")Registration Statement, Parent (sometimes referred to herein as and shall advise Subscriber upon the "HOLDER") may Registration Statement being declared effective by written notice (a "REGISTRATION NOTICE") to the SEC. Notwithstanding the foregoing, if the SEC prevents the Company (the "REGISTRANT") request the Registrant to register under the Securities Act from including any or all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested proposed to be registered, registered under the "REGISTRABLE SECURITIES") in order Registration Statement due to permit limitations on the sale or other disposition use of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act for the resale of Shares by the applicable stockholders or any successor provision. Holder agrees to causeotherwise, and to cause any underwriters such Registration Statement shall register for resale such number of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" Shares which is equal to the product maximum number of shares of Common Stock as is permitted to be registered by the SEC. In such event, the number of shares of Common Stock to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement without Subscriber’s prior written consent. The Company agrees that the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the earlier of (i) three years from the number date of Registrable Securities so purchased and effectiveness of the initial Registration Statement, (ii) the per share average date on which the Subscriber ceases to hold the Shares covered by such Registration Statement, or (iii) on the first date on which the Subscriber can sell all of its Shares under Rule 144 of the closing Securities Act without limitation as to the manner of sale prices or the amount of such securities that may be sold without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), if applicable). The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Registrant's Common Stock on Nasdaq for Securities Exchange Act of 1934, as amended (the ten (10) trading days immediately preceding the date “Exchange Act”), of the Shares to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Notice. Any Statement are contingent upon the Subscriber furnishing in writing to the Company such purchase information regarding the Subscriber, the securities of Registrable Securities the Company held by the Registrant hereunder will take place at a closing to be held at Subscriber and the principal executive offices intended method of disposition of the Registrant or its counsel at any reasonable date and time designated Shares as shall be reasonably requested by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for Company to effect the shares to be purchased will be made by delivery at the time of such closing registration of the Option Price Shares, and shall execute such documents in immediately available fundsconnection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares.

Appears in 5 contracts

Samples: Business Combination Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.), Form of Subscription Agreement (HighCape Capital Acquisition Corp.)

Registration Rights. a. The Company agrees that, within thirty (a30) Following calendar days after the termination Closing Date (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Merger Agreement Shares, and until the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Deadline, and (ii) five (5) business days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such time earlier date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method of disposition of the Shares as all Option Shares issued shall be reasonably requested in writing by the Company to Parent effect the registration of the Shares, and the undersigned shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be sold entitled to postpone and suspend the use of the Registration Statement as permitted hereunder; provided, further, however, that the undersigned shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. With respect to the information to be provided by the undersigned pursuant to this Section 8, the Company shall request such information at least ten (10) business days prior to the anticipated initial filing date of the Registration Statement. The Company will provide a draft of the Registration Statement to the undersigned for review at least two (2) business days in advance of its anticipated initial filing date. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale of 1933 (the "REGISTRATION PERIOD")Shares by the applicable stockholders or otherwise, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") such Registration Statement shall register for resale such number of Shares which is equal to the Company (maximum number of Shares as is permitted by the "REGISTRANT") request Commission. In such event, the Registrant number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders, and as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement additional Shares under Rule 415 under the Securities Act Act, the Company shall file a new Registration Statement to register such Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 8. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless in response to a comment or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% request from the staff of the then-outstanding voting power of Registrant. Upon Commission or another regulatory agency; provided, however, that if the Commission requests that the undersigned be identified as a request for registrationstatutory underwriter in the Registration Statement, the Registrant undersigned will have an opportunity to withdraw from the option exercisable by written notice delivered Registration Statement. The Company will use its commercially reasonable efforts to maintain the Holder within ten (10) business days after the receipt continuous effectiveness of the Registration Notice, irrevocably to agree to purchase all or any part of Statement until the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number date on which the Shares subscribed for by the undersigned hereunder may be resold without volume or manner of Registrable sale limitations pursuant to Rule 144 promulgated under the Securities so purchased Act and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable), (ii) the per share average date on which all Shares subscribed for by the undersigned hereunder have actually been sold and (iii) the date which is three (3) years after the initial Registration Statement filed hereunder is declared effective (the “Effectiveness Period”). For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 of the closing sale prices Securities Act (when Rule 144 of the Registrant's Common Stock Securities Act becomes available to the undersigned), as applicable, qualify the Shares for listing on NYSE, Nasdaq or other applicable stock exchange on which the Class A Shares are then listed, and update or amend the Registration Statement as necessary to include the Shares. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in this Section 7. The undersigned shall not be entitled to use the Registration Statement for an underwritten offering of Shares and notwithstanding anything to the ten (10) trading days immediately preceding contrary in this Subscription Agreement, the Company shall not have any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters in connection with any sales of the Shares under the Registration Statement. For purposes of this Section 8, “Shares” shall mean, as of any date of determination, the Registration Notice. Any such purchase of Registrable Securities Shares acquired by the Registrant hereunder will take place at a closing undersigned pursuant to be held at the principal executive offices this Subscription Agreement and any other equity security issued or issuable with respect to such Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and “undersigned” shall include any affiliate of the Registrant or its counsel at any reasonable date and time designated by undersigned to which the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsrights under this Section 8 have been duly assigned.

Appears in 5 contracts

Samples: Subscription Agreement (Wallbox N.V.), Subscription Agreement (Wallbox N.V.), Subscription Agreement (Wallbox N.V.)

Registration Rights. a. PubCo agrees that, within 90 days after the Transaction Closing Date (athe “Filing Deadline”), PubCo will file with the SEC (at PubCo’s sole cost and expense) Following a registration statement (the termination “Registration Statement”) registering under the Securities Act the resale of all the Shares, and PubCo shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies PubCo that it will “review” the Registration Statement) following the Filing Deadline and (ii) the 10th business day after the date PubCo is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that PubCo’s obligations to include the Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to PubCo such information regarding Subscriber, the securities of PubCo held by Subscriber and the intended method of disposition of the Merger Agreement Shares as shall be reasonably requested by PubCo to effect the registration of the Shares, and until shall execute such time documents in connection with such registration as PubCo may reasonably request that are customary of a selling stockholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC and consented to in writing by Subscriber; provided, that if the SEC requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw its Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents PubCo from including any or all Option Shares issued of the shares proposed to Parent may be sold pursuant registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities Act of 1933 (for the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part resale of the shares acquired by the Holder pursuant selling shareholders named therein or otherwise, such Registration Statement shall register for resale such number of shares equal to this Agreement (the maximum number of shares as is permitted by the SEC. In such event, the number of shares requested to be registered, registered for each selling shareholder named in the "REGISTRABLE SECURITIES") in order Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to permit the sale or other disposition of any or all register additional shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provisionAct, PubCo shall file a new Registration Statement to register such shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 7. Holder agrees to causeFor purposes of this Section 7, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 5 contracts

Samples: Form of Subscription Agreement (East Stone Acquisition Corp), Subscription Agreement (East Stone Acquisition Corp), Subscription Agreement (NWTN, Inc.)

Registration Rights. (a) Following As soon as practicable following the termination Issuance Date but no later than thirty (30) calendar days after the Issuance Date, the Company shall submit to or file with the SEC a registration statement registering the resale of this Warrant, the Merger Agreement Shares, and until any securities issued or issuable with respect to the Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off, reclassification or other reorganization or similar transaction (including Shares received pursuant to Section 4 above) (the “Registrable Securities”) on any form of registration statement (a “Registration Statement”) as is then available to effect a registration for resale of such time as all Option Shares issued to Parent Registrable Securities, which may be sold on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 144(k) 415 of the Securities Act registering the resale from time to time by the Holder(s) (or a bona fide pledgee thereof) of 1933 all of the Registrable Securities held by the Holder (or bona fide pledgee thereof) (the "REGISTRATION PERIOD"“Initial Registration Statement”). The Holder shall not be named as an underwriter on any Registration Statement, provided, that if the SEC requires that the Holder be identified as a statutory underwriter in a Registration Statement, the Holder will have the option, in its sole and absolute discretion, to either (i) withdraw from the Registration Statement, it being understood that such withdrawal shall not relieve the Company of its obligation to register for resale such Holder’s Registrable Securities at a later date or (ii) be included as such in the Registration Statement. In the event that a Holder elects to include its Registrable Securities on a Registration Statement in accordance with the foregoing clause (ii), Parent the Company shall provide such Holder with a draft of such Registration Statement (sometimes referred and any amendments or supplements thereto) as soon as reasonably practicable, and any disclosures contained therein relating to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") such Holder shall be subject to the Company approval of such Holder (which approval shall not be unreasonably withheld or delayed). Such Registrable Securities will cease to become Registrable Securities upon the "REGISTRANT"earliest to occur of: (A) request a Registration Statement with respect to the Registrant to register sale of such securities shall have become effective under the Securities Act and all or any part of the shares acquired Registrable Securities held by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that shall have been acquired by sold, transferred, disposed of or are issuable to Holder upon exercise of the Option exchanged in accordance with such Registration Statement by the intended method applicable Holder; (B) such securities shall have ceased to be outstanding; (C) such securities may be sold without restriction on volume or manner of sale in any three-month period pursuant to Rule 144 or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 any successor rule promulgated under the Securities Act Act; and (D) all Registrable Securities held by the Holder have been sold to, or any successor provision. Holder agrees to causethrough, and to cause any underwriters of any sale a broker, dealer or underwriter in a public distribution or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundspublic securities transaction.

Appears in 5 contracts

Samples: Chardan NexTech Acquisition 2 Corp., Dragonfly Energy Holdings Corp., Dragonfly Energy Holdings Corp.

Registration Rights. (a) Following If at any time the termination Company shall determine to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans (a "Registration Statement"), the Company shall send to the Holder written notice of such determination and, if within 30 days after receipt of such notice, Holder shall so request in writing (which request shall specify the Shares and Warrant Shares intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Shares and Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Merger Agreement Shares and until Warrant Shares so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such time registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares and Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares and Warrant Shares being registered pursuant to this Section 7 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all Option or any part of such Shares issued and Warrant Shares such Holder requests to Parent may be sold registered; provided, however, that the Company shall not be required to register any Shares and Warrant Shares pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of the Securities Act of 1933 (Act. The Company acknowledges and agrees that if it shall file a registration statement, the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as Shares and Warrant Shares must be included thereon and the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Company shall not enter into and contract or agreement to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundscontrary.

Appears in 5 contracts

Samples: Securities Exchange Agreement (Ramp Corp), Securities Exchange Agreement (Ramp Corp), Securities Exchange Agreement (Ramp Corp)

Registration Rights. (a) Following the termination of the Merger Agreement and until such time Agreement, Company (sometimes referred to herein as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIODHolder"), ) may by written notice (a "Registration Notice") to Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANTRegistrant") request the Registrant to register under the Securities Act all or any part of the shares Option Shares acquired by the Holder pursuant to this Agreement (such Option Shares, together with any other shares requested of the Parent's capital stock issuable in lieu of or with respect to be registeredsuch Option Shares, the "REGISTRABLE SECURITIESRegistrable Securities") in order to permit the public sale or other disposition of any or all such shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Holder; provided, including however, that any such Registration Notice must relate to a "shelf" number of shares equal to at least 2% of the outstanding Parent Shares and that any rights to require registration statement under hereunder shall terminate with respect to any shares of the Parent's capital stock that may be sold pursuant to Rule 415 144(k) under the Securities Act or at such time as all of the Registrable Securities may be sold in any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition three month period pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of Rule 144 under the then-outstanding voting power of RegistrantSecurities Act. Upon receipt of a request for registrationRegistration Notice, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq Stock Market for the ten (10) twenty trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) five business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 5 contracts

Samples: Voting Agreement (Broadbase Software Inc), Agreement and Plan of Merger (Kana Communications Inc), Parent Stock Option Agreement (Broadbase Software Inc)

Registration Rights. Union shall, and the Shareholder may, at its option, enter into by no later than thirty (a30) Following days following the termination Effective Time a registration rights agreement (the “Registration Rights Agreement”) among Union, the Shareholder and certain other shareholders of Union who have entered into a voting agreement with Union that is substantially identical to and of even date with the Agreement (Shareholder and such other shareholders, collectively, the “Institutional Shareholders”). The Registration Rights Agreement shall apply to up to all shares of Union Common Stock which the Institutional Shareholders, as of the Effective Time, own or have the right to receive pursuant to the terms of the Merger Agreement (the “Registrable Securities”). The Registration Rights Agreement shall contain customary terms and until such time as all Option Shares issued conditions, including, but not limited to Parent may be sold pursuant to Rule 144(kthe following: (i) an obligation of Union, upon the request of any of the Securities Act of 1933 (Institutional Shareholders, at any time on and after the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") 20th Business Day prior to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part expiration of the shares acquired by the Holder pursuant Lock-Up Period, to this Agreement (such shares requested prepare and file a shelf registration statement with respect to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of (the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause“Registration Statement”), and to cause any underwriters of any sale or other disposition use its commercially reasonable efforts to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of keep the Registration Notice, irrevocably to agree to purchase all or any part of Statement continuously effective for twelve (12) months following the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the effective date of the Registration Notice. Any Statement (such purchase period, the “Registration Period”); (ii) demand rights for underwritten offerings of Registrable Securities under the Registration Statement, which rights may be exercised one (1) time by each Institutional Shareholder during the Registrant hereunder will take place Registration Period upon the request of such Institutional Shareholder; (iii) lockup provisions; (iv) Union-initiated blackout periods; and (v) indemnification; provided that the foregoing provisions shall not prohibit or restrict the Shareholder from making a distribution of Registrable Securities at any time following the Lock-Up Period to any of its limited partners or other investors for no consideration. The Registration Rights Agreement shall also provide for the following: (a) all expenses of any registration and Registration Statement described in clause (i) above and in connection with any underwritten offering described in clause (ii) above, including in both cases attorneys’ fees, shall be borne by Union; provided, however, that Union shall have no obligation with respect to any discounts, selling commissions, or stock transfer taxes applicable to the sale of Registrable Securities; (b) sales of Registrable Securities shall be conditioned such that any purchaser thereof (other than an underwriter or any investment bank or broker executing a closing to be held at the principal executive offices block trade) shall not own more than 4.9% of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery total Union Common Stock outstanding at the time of such closing sale; and (c) Union shall provide commercially reasonable assistance with any underwritten offering or unregistered block trades of Registrable Securities, including, but not limited to, making senior officers and representatives available for investor and diligence meetings and calls, provided Union is given reasonable notice of such meetings and calls and such meetings and calls are conducted in a manner that does not unreasonably interfere with the Option Price in immediately available fundsnormal operation of Union’s business.

Appears in 5 contracts

Samples: Affiliate Agreement (Xenith Bankshares, Inc.), Affiliate Agreement (Union Bankshares Corp), Voting Agreement (CapGen Capital Group VI LP)

Registration Rights. (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k144(d) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent the Company (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company Parent (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" ") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/)

Registration Rights. (a) Following The Company agrees that, within forty-five (45) calendar days after the termination Transaction Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Shares (the initial registration statement and until such time as all Option Shares issued to Parent any other registration statement that may be sold pursuant filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to Rule 144(khave the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company will provide a draft of the Securities Act Registration Statement to Subscriber for review at least three (3) business days in advance of 1933 (filing the "REGISTRATION PERIOD")Registration Statement, Parent (sometimes referred to herein as and shall advise Subscriber upon the "HOLDER") may Registration Statement being declared effective by written notice (a "REGISTRATION NOTICE") to the SEC. Notwithstanding the foregoing, if the SEC prevents the Company (the "REGISTRANT") request the Registrant to register under the Securities Act from including any or all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested proposed to be registered, registered under the "REGISTRABLE SECURITIES") in order Registration Statement on behalf of Subscribers due to permit limitations on the sale or other disposition use of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% for the resale of the then-outstanding voting power shares of Registrant. Upon a request Common Stock by the applicable stockholders or otherwise, such Registration Statement shall register for registrationresale by Subscribers such number of shares of Common Stock, including the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration NoticeShares, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" which is equal to the product maximum number of shares of Common Stock as is permitted to be registered by the Commission. In such event, the number of shares of Common Stock to be registered for each selling stockholder named in the Registration Statement, including the Subscriber, shall be reduced pro rata among all such selling stockholders. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement without Subscriber’s prior written consent. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain continuously effective until the earlier of (i) five years from the number date of Registrable Securities so purchased and effectiveness of the initial Registration Statement, (ii) the per share average date on which the Subscriber ceases to hold any Shares covered by such Registration Statement, or (iii) if Rule 144(i) is no longer applicable to the Company or Rule 144(i)(2) is amended to remove the current reporting requirement preceding a disposition of securities, on the first date on which the Subscriber can sell all of its Shares under Rule 144 of the closing Securities Act without limitation as to the manner of sale prices or the amount of such securities that may be sold without limitation as to the manner of sale or the amount of such securities that may be sold. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Registrant's Common Stock on Nasdaq for Company held by the ten (10) trading days immediately preceding Subscriber and the date intended method of disposition of the Registration Notice. Any such purchase of Registrable Securities Shares as shall be reasonably requested by the Registrant hereunder will take place at a closing Company to be held at effect the principal executive offices registration of the Registrant Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations; provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or its counsel at similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. For as long the Subscriber holds any Shares, the Company will use commercially reasonable date efforts to file all reports, and time designated by provide all customary and reasonable cooperation, necessary to enable the Registrant in such notice within ten undersigned to resell the Shares pursuant to Rule 144 under the Securities Act (10) business days after delivery of such notice. The payment for when Rule 144 under the shares Securities Act becomes available to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsCompany).

Appears in 4 contracts

Samples: Business Combination Agreement (HighCape Capital Acquisition Corp.), Subscription Agreement (HighCape Capital Acquisition Corp.), Subscription Agreement (HighCape Capital Acquisition Corp.)

Registration Rights. (a) Following The Company shall prepare and file with the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD")Commission, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") on or prior to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registeredFiling Date, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 415. Such shelf registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate Form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which all of the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) or any successor provisionprovision as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). Holder agrees If the Company is notified orally or in writing by the Commission that the Commission has no comments with respect to causethe Registration Statement (the "COMMISSION NOTICE"), the Company shall use its best efforts to cause the Registration Statement to be declared effective no later than five (5) business days after receipt of the Commission Notice. If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Warrant Shares based upon the computation on the Closing Date or the Filing Date, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause any underwriters of any sale or other disposition such additional Registration Statement to causebe declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filing. If, during the three (3) year period immediately following the Effectiveness Period, any sale or other disposition of the Registrable Securities have not been sold pursuant to such the shelf registration statement contemplated in the two preceding paragraphs and such Registrable Securities may not be sold without any restriction pursuant to the Securities Act or the rules and regulations promulgated thereunder (by virtue of the fact that such person may be deemed to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% an "affiliate" of the then-Company), then Holders of a then majority in interest of outstanding voting power Registrable Securities may exercise one (1) demand registration right with respect thereto by delivering to the Company a written notice (a "DEMAND REGISTRATION NOTICE") informing the Company of Registrantsuch exercise and specifying the number of Registrable Securities to be offered by such Holder. Upon receipt of a request for registrationDemand Registration Notice, the Registrant Company will have notify all other Holders of Registrable Securities and cause to be filed with the option exercisable by written notice delivered to Commission as soon as reasonably practicable after receiving the Holder within ten Demand Registration Notice (10but in no event later than thirty (30) business days after the receipt of the Registration Notice, irrevocably such notice) a new registration statement and related prospectus (a "NEW REGISTRATION STATEMENT") that complies as to agree to purchase Form in all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq material respects with applicable Commission rules providing for the ten (10) trading days immediately preceding the date sale by all such Holders of the then outstanding Registrable Securities, and agrees to use its best efforts to cause such new Registration Notice. Any such purchase of Registrable Securities Statement to be declared effective by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsCommission as soon as practicable.

Appears in 4 contracts

Samples: Purchase Agreement (JLM Industries Inc), Purchase Agreement (Sassower Philip S), Registration Rights Agreement (JLM Industries Inc)

Registration Rights. In the event that the Company proposes to file a registration statement with respect to any class of securities (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold other than pursuant to Rule 144(ka registration statement on Forms S-4 or S-8 or any successor form) of under the Securities Act of 1933 1933, as amended (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDERSecurities Act") may by the Company shall notify the Holder at least twenty (20) days prior to the filing of such registration statement and will offer to include in such registration statement all or any portion of the Warrant Shares. At the written notice (a "REGISTRATION NOTICE") request of the Holder delivered to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration NoticeCompany's notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) holder shall state the number of Registrable Securities so purchased Warrant Shares that it wishes to sell or distribute publicly under the proposed registration statement. The Company will use its best efforts, through its officers, directors, auditors and (ii) counsel in all matters necessary or advisable, to cause such registration statement to become effective as promptly as practicable. In that regard, the per share average Company makes no representation or warranties as to its ability to have the registration statement declared effective. In the event the Company is advised by the staff of the closing sale prices Securities and Exchange Commission, NASDAQ or any self-regulatory or state securities agency that the inclusion of the RegistrantWarrant Shares will prevent, preclude or materially delay the effectiveness of a registration statement filed by the Company with respect to any securities other than the Warrant Shares, the Company, in good faith, may amend such registration statement to exclude the Warrant Shares without otherwise affecting the Holder's Common Stock rights herein with respect to any other registration statement. Underwriter's Restrictions. If a registration statement is filed with respect to an underwritten registration on Nasdaq behalf of the Company, and if the underwriter thereof advises the Company in writing that, in its opinion, the number of Warrant Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of securities by the underwriter, then the Holder shall delay his offering and sale for such period ending on the ten earliest of (10a) trading 180 days immediately preceding following the effective date of the Registration NoticeCompany's registration statement, or (b) such date as the Company, managing underwriter and Holder shall otherwise agree. Any such purchase of Registrable Securities by In the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery event of such notice. The payment delay, the Company shall file such supplements, post-effective amendments and take any such other steps as may be necessary to permit such Holder to make his proposed offering and sale for a minimum period of ninety (90) days immediately following the shares to be purchased will be made by delivery at the time end of such closing period of the Option Price in immediately available fundsdelay.

Appears in 4 contracts

Samples: Warrant Agreement (Advanced Optics Electronics Inc), Advanced Optics Electronics Inc, Advanced Optics Electronics Inc

Registration Rights. (a) Following In the termination event that the Acquired Shares are not registered in connection with the consummation of the Merger Agreement Transaction, the Company agrees that, as soon as practicable (but in any case no later than forty-five (45) calendar days after the Closing Date) (the “Filing Deadline”), it will file with the SEC (at its sole cost and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(kexpense) a registration statement registering the resale of the Securities Act of 1933 Acquired Shares (the "REGISTRATION PERIOD")“Registration Statement”) naming the Subscriber as a selling shareholder thereunder, Parent and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (sometimes referred to herein as i) thirty (30) calendar days after the "HOLDER"filing thereof (or ninety (90) may by written notice (a "REGISTRATION NOTICE") to calendar days after the filing thereof if the SEC notifies the Company that it will “review” the Registration Statement) and (the "REGISTRANT"ii) request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”). The Company’s obligations to include the Acquired Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of such Acquired Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by the Company to effect the registration of such Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration NoticeStatement, irrevocably if applicable, during any customary blackout or similar period or as permitted hereunder; provided, however, that in connection with the foregoing, Subscriber shall not be required to agree execute any lock-up or similar agreement or otherwise be subject to purchase any contractual restriction on the ability to transfer the Acquired Shares. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all or any part of the Registrable Acquired Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for cash at a price (the "OPTION PRICE" resale of the shares by the selling shareholders named therein or otherwise, such Registration Statement shall register for resale such number of Acquired Shares which is equal to the product maximum number of (i) Acquired Shares as is permitted by the SEC. In such event, the number of Registrable Acquired Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Acquired Shares under Rule 415 under the Securities so purchased Act, the Company shall amend the Registration Statement or file a new Registration Statement to register such Acquired Shares not included in the initial Registration Statement and shall use commercially reasonable efforts to have such amendment or Registration Statement declared effective as soon as practicable after the filing thereof. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw its Acquired Shares from the Registration Statement. With respect to the information to be provided by Subscriber pursuant to this Section 6(a), the Company shall request such information from Subscriber at least five (ii5) business days prior to the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the anticipated filing date of the Registration Notice. Any Statement and the Subscriber shall provide such purchase of Registrable Securities by requested information to the Registrant hereunder will take place Company at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten least two (102) business days after delivery of such notice. The payment for prior to the shares to be purchased will be made by delivery at the time of such closing anticipated filing date of the Option Price Registration Statement with the SEC. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in immediately available fundsthis Section 6.

Appears in 4 contracts

Samples: Redemption Offset Agreement (Ermenegildo Zegna N.V.), Redemption Offset Agreement (Investindustrial Acquisition Corp.), Subscription Agreement (Investindustrial Acquisition Corp.)

Registration Rights. (a) Following a. In the termination event that the Shares are not registered in connection with the consummation of the Merger Agreement Transaction, the Company agrees that, within thirty (30) calendar days after the consummation of the Transaction (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and until expense) a registration statement (the “Registration Statement”) registering the resale of the Shares, and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Deadline, and (ii) five (5) business days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such time earlier date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method of disposition of the Shares as all Option Shares issued shall be reasonably requested in writing by the Company to Parent effect the registration of the Shares, and the undersigned shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be sold entitled to postpone and suspend the use of the Registration Statement as permitted hereunder; provided, further, however, that the undersigned shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. With respect to the information to be provided by the undersigned pursuant to this Section 8, the Company shall request such information at least ten (10) business days prior to the anticipated initial filing date of the Registration Statement. The Company will provide a draft of the Registration Statement to the undersigned for review at least two (2) business days in advance of its anticipated initial filing date. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale of 1933 (the "REGISTRATION PERIOD")Shares by the applicable stockholders or otherwise, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") such Registration Statement shall register for resale such number of Shares which is equal to the Company (maximum number of Shares as is permitted by the "REGISTRANT") request Commission. In such event, the Registrant number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders, and as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement additional Shares under Rule 415 under the Securities Act Act, the Company shall file a new Registration Statement to register such Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 8. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless in response to a comment or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% request from the staff of the then-outstanding voting power of Registrant. Upon Commission or another regulatory agency; provided, however, that if the Commission requests that the undersigned be identified as a request for registrationstatutory underwriter in the Registration Statement, the Registrant undersigned will have an opportunity to withdraw from the option exercisable by written notice delivered Registration Statement. The Company will use its commercially reasonable efforts to maintain the Holder within ten (10) business days after the receipt continuous effectiveness of the Registration Notice, irrevocably to agree to purchase all or any part of Statement until the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number date on which the Shares subscribed for by the undersigned hereunder may be resold without volume or manner of Registrable sale limitations pursuant to Rule 144 promulgated under the Securities so purchased Act and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable), (ii) the per share average date on which all Shares subscribed for by the undersigned hereunder have actually been sold and (iii) the date which is three (3) years after the initial Registration Statement filed hereunder is declared effective (the “Effectiveness Period”). For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 of the closing sale prices Securities Act (when Rule 144 of the Registrant's Common Stock Securities Act becomes available to the undersigned), as applicable, qualify the Shares for listing on NYSE, Nasdaq or other applicable stock exchange on which the Ordinary Shares are then listed, and update or amend the Registration Statement as necessary to include the Shares. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in this Section 8. The undersigned shall not be entitled to use the Registration Statement for an underwritten offering of Shares and notwithstanding anything to the ten (10) trading days immediately preceding contrary in this Subscription Agreement, the Company shall not have any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters in connection with any sales of the Shares under the Registration Statement. For purposes of this Section 8, “Shares” shall mean, as of any date of determination, the Registration Notice. Any such purchase of Registrable Securities Shares acquired by the Registrant hereunder will take place at a closing undersigned pursuant to be held at the principal executive offices this Subscription Agreement and any other equity security issued or issuable with respect to such Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and “undersigned” shall include any affiliate of the Registrant or its counsel at any reasonable date and time designated by undersigned to which the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsrights under this Section 8 have been duly assigned.

Appears in 4 contracts

Samples: Subscription Agreement (Wallbox N.V.), Subscription Agreement (Wallbox N.V.), Subscription Agreement (Kensington Capital Acquisition Corp. II)

Registration Rights. (a) Following The Company shall file a “resale” registration statement with the termination SEC covering the shares of Common Stock issuable upon conversion of the Merger Agreement Series A Preferred Stock and the Warrant Shares, so that such shares of Common Stock will be registered under the Securities Act. The Company will maintain the effectiveness of the “resale” registration statement from the effective date of the registration statement until all Registrable Securities (as defined in the Registration Rights Agreement) covered by such time as all Option Shares issued to Parent registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144(k144. The Company will use its reasonable best efforts to have such “resale” registration statement filed by the Filing Date (as defined in the Registration Rights Agreement) of and declared effective by the Securities Act of 1933 SEC as soon as possible and, in any event, by the Effectiveness Date (as defined in the "REGISTRATION PERIOD"Registration Rights Agreement), Parent (sometimes referred to herein as unless extended by Subscribers in the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0Offering holding 60% of the then-outstanding voting power Units issued in the Offering which shall include the approval of Registrantthe Lead Investor (“Requisite Approval”). Upon a request for registration, the Registrant will have the option exercisable by written notice delivered The Company is obligated to pay to the Holder within ten (10) business days after the receipt Subscribers a fee of 1% per month of the Registration Noticeinvestors’ investment, irrevocably payable in cash, up to agree to purchase all a maximum of twelve (12%) percent, on the Filing Date and the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or any part partial month, in excess of the Registrable Securities for cash Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at a price (such time the "OPTION PRICE" equal to the product of (i) the maximum number of Registrable Securities so purchased and (ii) shares of Common Stock permissible upon consultation with the per share average staff of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such noticeSEC. The payment for the shares description of registration rights is qualified in its entirety by reference to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.Registration Rights Agreement annexed hereto as Exhibit D.

Appears in 4 contracts

Samples: Subscription Agreement (Majesco Entertainment Co), Registration Rights Agreement (Majesco Entertainment Co), Subscription Agreement (Majesco Entertainment Co)

Registration Rights. (a) Following The Company agrees that upon written notice given to the termination Company at any time on or after the first anniversary of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(keffective date of the public offering of the Common Stock but before the fifth anniversary of the effective date of the public offering, from the holder or holders of not less than fifty-one percent (51%) of the Securities Act shares issued and issuable upon exercise of 1933 (the "REGISTRATION PERIOD")Warrants, Parent (sometimes referred to herein as the "HOLDER") may of a proposed distribution by written notice (a "REGISTRATION NOTICE") to such holder or holders of Common Stock issued or issuable upon exercise of Warrants, the Company (will, within 45 days after receipt of such notice, promptly prepare, file and diligently prosecute to effectiveness, an appropriate filing with the "REGISTRANT") request Commission of a registration statement covering the Registrant to register under the Securities Act proposed sale or distribution of all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested under the Securities Act of 1933, as amended (the "Act"), and the appropriate registration statements or applications under the securities laws of such states as such holders, in their discretion, shall determine, and will use its reasonable best efforts to have such registration and application (including both the registration under the Act and the registration or application made under the various state securities laws) declared effective as soon as practicable after the filing thereof and to remain effective for such period that may be reasonably necessary to complete the distribution of securities so registered or qualified. At least 15 days prior to such filing, the Company shall give written notice of such proposed filing to each registered holder of any Warrants at the holders' addresses appearing on the records of the Company and to each registered holder of Common Stock purchased from the exercise of any Warrants at such holder's address appearing on the Company records, and shall offer to include in such registration statement any proposed distribution of such Common Stock held or to be registeredheld by each such registered holder; provided, however, that except as provided in Section 7(e), the "REGISTRABLE SECURITIES") in order to permit Company need not effect the registration of the sale or other disposition distribution of Common Stock purchased upon exercise of Warrants more than once. All expenses, disbursements and fees (including fees and expenses of counsel for the Company, special auditing fees specifically attributable to the sale by the selling holder or holders of Common Stock, printing expenses (including all necessary copies of the registration statement and prospectuses contained therein), registration and filing fees and blue sky fees and expenses, and fees and charges of the Company's transfer agent and registrar for services rendered in connection therewith) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any or all shares registration proceeding begun (in which case holders shall bear such expenses), if the registration request is subsequently withdrawn at any time at the request of the Registrable Securities that have been acquired by holder or are holders of not less than 51% of the shares issued and issuable to Holder upon exercise of the Option in accordance with Warrants, unless such withdrawal is due to the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% misconduct of the then-outstanding voting power Company or due to an unforeseen material adverse change in the business, properties, prospects or financial condition of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered Company occurring prior to the Holder within ten (10) business days after the receipt effectiveness of the Registration Noticeregistration statement, irrevocably in which case the Company will continue to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any bear such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsexpenses.

Appears in 4 contracts

Samples: Warrant Agreement (Grand Adventures Tour & Travel Publishing Corp), Warrant Agreement (Cd Warehouse Inc), Warrant Agreement (Horizon Pharmacies Inc)

Registration Rights. In the event that the Company proposes to file a registration statement with respect to any class of securities (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold other than pursuant to Rule 144(ka registration statement on Forms S-4 or S-8 or any successor form) of under the Securities Act of 1933 1933, as amended (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDERSecurities Act") may by the Company shall notify the Holder at least twenty (20) days prior to the filing of such registration statement and will offer to include in such registration statement all or any portion of the Warrant Shares. At the written notice (a "REGISTRATION NOTICE") request of the Holder delivered to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration NoticeCompany's notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) holder shall state the number of Registrable Securities so purchased Warrant Shares that it wishes to sell or distribute publicly under the proposed registration statement. The Company will use its best efforts, through its officers, directors, auditors and (ii) counsel in all matters necessary or advisable, to cause such registration statement to become effective as promptly as practicable. In that regard, the per share average Company makes no representation or warranties as to its ability to have the registration statement declared effective. In the event the Company is advised by the staff of the closing sale prices Securities and Exchange Commission, NASDAQ or any self-regulatory or state securities agency that the inclusion of the RegistrantWarrant Shares will prevent, preclude or materially delay the effectiveness of a registration statement filed by the Company with respect to any securities other than the Warrant Shares, the Company, in good faith, may amend such registration statement to exclude the Warrant Shares without otherwise affecting the Holder's Common Stock rights herein with respect to any other registration statement. Underwriter's Restrictions. If a registration statement is filed with respect to an underwritten registration on Nasdaq behalf of the Company, and if the underwriter thereof advises the Company in writing that, in its opinion, the number of Warrant Shares requested to be included in such registration statement exceeds the number that can be sold in such offering without materially adversely affecting the distribution of securities by the underwriter, then the Holder shall delay his offering and sale for such period ending on the ten earliest of (10a) trading 180 days immediately preceding following the effective date of the Registration NoticeCompany's registration statement, or (b) such date as the Company, managing underwriter and Holder shall otherwise agree. Any such purchase of Registrable Securities by In the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery event of such notice. The payment delay, the Company shall file such supplements, post-effective amendments and take any such other steps as may be necessary to permit such Holdxx xx make his proposed offering and sale for a minimum period of ninety (90) days immediately following the shares to be purchased will be made by delivery at the time end of such closing period of the Option Price in immediately available fundsdelay.

Appears in 4 contracts

Samples: Advanced Optics Electronics Inc, Advanced Optics Electronics Inc, Advanced Optics Electronics Inc

Registration Rights. a. The Issuer agrees that, within thirty (a30) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business calendar days after the receipt consummation of the Registration NoticeTransaction (the “Filing Date”), irrevocably to agree to purchase all or any part the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Registrable Securities for cash at a price Acquired Shares (the "OPTION PRICE" equal “Registration Statement”), and the Issuer shall use its commercially reasonable efforts to have the product Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the number of Registrable Securities so purchased 90th calendar day (or 120th calendar day if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the per share average 10th business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the closing sale prices Issuer held by Subscriber and the intended method of disposition of the Registrant's Common Stock on Nasdaq for Acquired Shares as shall be reasonably requested by the ten (10) trading days immediately preceding Issuer to effect the date registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration NoticeStatement during any customary blackout or similar period or as permitted hereunder. Any such purchase For purposes of Registrable Securities clarification, any failure by the Registrant hereunder will take place at a closing Issuer to be held at file the principal executive offices of the Registrant or its counsel at any reasonable date and time designated Registration Statement by the Registrant Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsthis Section 5.

Appears in 3 contracts

Samples: Subscription Agreement (TPG Pace Holdings Corp.), Subscription Agreement (TPG Pace Holdings Corp.), Subscription Agreement (TPG Pace Energy Holdings Corp.)

Registration Rights. (a) The Shares issuable hereunder initially shall be exempt from registration under the Securities Act. Following the termination Date of Grant, and in any case within ninety (90) days thereof, Company shall promptly prepare, file and use its reasonable efforts to cause to become effective as soon as practicable thereafter, a registration statement on Form S-1 or such other form as may be appropriate to be filed with the SEC by Company under the Act (together with any amendments or supplements thereto, whether prior to or after the effective date thereof, the “Registration Statement”) covering the public resale in the United States of the Merger Agreement and until such time as all Option Shares to be issued to Parent may be sold pursuant to Rule 144(k) this Warrant, and Company shall use its reasonable efforts to keep the Registration Statement continuously effective during the Term. Any such registration shall be subject to the customary terms and conditions used in connection with resale prospectuses. Company’s obligations under this Section are contingent upon Holder providing promptly all information concerning such Holder and its proposed plan of distribution as Company may reasonably request in connection with any of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") foregoing. Company may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten immediately suspend the use of any resale prospectus for a period not to exceed sixty consecutive days in any one instance and for a period not to exceed one hundred twenty calendar days in any twelve-month period (10each, a “Suspension Period”) at any time that (i) Company becomes engaged in a business days after activity or negotiation or any other event has occurred or is anticipated which is not disclosed in that prospectus which Company reasonably believes should be disclosed therein under applicable law and which Company desires to keep confidential for business purposes or (ii) Company determines that a particular disclosure so determined to be required to be disclosed therein be premature or would adversely affect Company or its business or prospects. Company will use its commercially reasonable efforts to ensure that the receipt use of the Registration Notice, irrevocably to agree to purchase Statement may be resumed as soon as practicable. Company shall bear all or any part costs and expenses associated with the registration of the Registrable Securities for cash at a price (Shares as specified in this Section and the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased preparation and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date filing of the Registration Notice. Any such purchase Statement, including, without limitation, all printing expenses, legal fees and disbursement of Registrable Securities by the Registrant hereunder will take place at a closing Company’s outside counsel, commissions, NASDAQ and blue sky registration filing fees and transfer agents’ and registrars’ fees, but not including underwriting commissions or similar charges and legal fees and disbursements of counsel to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsHolder.

Appears in 3 contracts

Samples: Titan Pharmaceuticals Inc, Celsion CORP, Celsion CORP

Registration Rights. The Company agrees that within sixty (a60) Following the termination days of the Merger Agreement Closing, it will use its reasonable best efforts to prepare and until such time as all Option Shares issued file with the Securities and Exchange Commission, and use its reasonable best efforts to Parent may be sold have declared effective thereafter, a Registration Statement on Form S-1 or other equivalent form pursuant to Rule 144(k) which the Company shall register the public resale of the Securities Act Shares. The Company shall have the right to include within such Registration Statement any other securities on behalf of 1933 the Company or security holders. The expenses of such registration shall be borne by the Company. Notwithstanding the foregoing, the Company may: (A) delay filing the "REGISTRATION PERIOD")Registration Statement and may withhold efforts to cause the Registration Statement to become effective, Parent if the Company determines in good faith that such registration rights might (sometimes referred to herein as i) interfere with or affect the "HOLDER") may negotiation or completion of any transaction that is being contemplated by written notice (a "REGISTRATION NOTICE") to the Company (whether or not a final decision has been made to undertake such transaction) at the "REGISTRANT"time the right to delay is exercised, or (ii) request involve initial or continuing disclosure obligations that might not be in the Registrant to register under the Securities Act all or any part best interest of the shares acquired by Company's stockholders, and (B) not include the Holder pursuant Shares in a Registration Statement covering an underwritten offering to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit extent that the sale or other disposition of any or all shares inclusion of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise Shares would, in the opinion of the Option managing underwriter of such an offering, adversely affect such an offering or the market for the Company's securities. In the event that the Shares are not included in the Registration Statement in accordance with the intended method provisions of sale clause (B) above, the Company agrees to register the Shares promptly after the completion of the underwritten offering described in clause (B) as may be permitted by the managing underwriter of such an offering. If, after the Registration Statement becomes effective, the Company advises the holders of registered Shares that the Company considers it appropriate for the Registration Statement to be amended, the holders of such Shares shall suspend any further sales of their registered Shares until the Company advises them that the Registration Statement has been amended. Each holder of Shares whose shares are registered pursuant to the Registration Statement set forth herein shall indemnify and hold harmless the Company, each of its directors and each of its officers from and against any and all claims, damages or other disposition stated by Holderliabilities, joint or several, to which they or any of them may become subject, including all legal and other expenses, arising out of or in connection with any untrue statement or alleged untrue statement of a "shelf" registration statement under Rule 415 under material fact contained in the Securities Act Registration Statement, in any preliminary or any successor provision. Holder agrees amended preliminary prospectus or in the prospectus (or the Registration Statement or prospectus as from time to cause, and time amended or supplemented) or arise out of or are based upon the omission or alleged omission to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement state therein a material fact required to be effected on a widely distributed basis so that stated therein or necessary in order to make the statements therein not misleading in the circumstances in which they were made, but only insofar as any such statement or omission was made in reliance upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of and in conformity with information furnished in writing to the then-outstanding voting power of RegistrantCompany in connection therewith by such holder expressly for use therein. Upon a request for registrationIn connection with the registration rights, the Registrant will Company shall have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of no obligation: (i) to assist or cooperate in the number offering or disposition of Registrable Securities so purchased and such Shares; (ii) to indemnify or hold harmless the per share average holders of the closing securities being registered; (iii) to obtain a commitment from an underwriter relative to the sale prices of such Shares; or (iv) to include such Shares within an underwritten offering of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsCompany.

Appears in 3 contracts

Samples: Securities Purchase Agreement (VDC Communications Inc), Securities Purchase Agreement (Moran Frederick A), Securities Purchase Agreement (VDC Communications Inc)

Registration Rights. (a) Following Upon the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance Warrant, the Holder will be entitled to all registration rights with respect to the intended method Warrant Shares to be issued, as have been granted to a “Holder” under the Third Amended Investors’ Rights Agreement, dated as of sale or other disposition stated by March 25, 2003, and as may further be amended from time to time (the “Registration Rights Agreement”), and the Holder, including any Permitted Transferee and/or Co-lender thereof, shall become a "shelf" registration statement under Rule 415 under party to the Securities Act or Registration Rights Agreement by signing a joinder agreement. The Registration Rights Agreement shall be incorporated herein by reference and shall be deemed an integral part of this Warrant. Furthermore, upon any successor provision. Holder agrees to causeexercise of the Warrant by the Holder, and to cause the Holder, including any underwriters of any sale or other disposition to causePermitted Transferee and/or Co-lender, any sale or other disposition pursuant to such registration statement shall be deemed to be effected on a widely distributed basis so that upon consummation thereof no purchaser “Holder” or transferee will own beneficially more than 5.0% of “Initiating Holders”, as applicable (as defined in the thenRegistration Rights Agreement) and the Warrant Shares shall be deemed “Preferred Registrable Securities” (as defined in the Registration Rights Agreement) and the Holder, including any Permitted Transferee and/or Co-outstanding voting power of Registrant. Upon a request for registrationlender thereof, shall become entitled to all the Registrant will have rights and privileges set forth in the option exercisable by written notice delivered to Registration Rights Agreement as if the Holder within ten (10) business days after was an original signatory thereto. Furthermore, for the receipt purposes of the Registration NoticeRights Agreement, irrevocably to agree to purchase all or any part upon the exercise of the Registrable Securities for cash at a price (Warrant, and so long as it complies with the "OPTION PRICE" equal to “Major Holder” definition or “Major Investor” definition therein, the product of (i) Holder shall be deemed as such. Upon the number of Registrable Securities so purchased and (ii) the per share average exercise of the closing sale prices Warrant, the holder shall be deemed as a “Holder”, as defined in the Third Amended and Restated Right of First Refusal and Co-Sale Agreement dated March 25, 2003 (“RFR Agreement”). Furthermore, for the purposes of the Registrant's Common Stock on Nasdaq RFR Agreement it shall be deemed as “Major Holder” for as long as it complies with such definitions contemplated in the ten (10) trading days immediately preceding RFR Agreement. In addition, the date Holder shall also be entitled to any additional or more favorable registration rights which may be granted to any investor in the Next Round of Financing, and the foregoing provisions of this Section 12 shall apply, mutatis mutandis, to any registration rights agreement entered into by the Corporation in connection with the Next Round of Financing. The rights and obligations of the Registration Notice. Any such purchase Corporation and the Holder set forth in this Section 12 shall survive the exercise, conversion and expiration of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsthis Warrant.

Appears in 3 contracts

Samples: Loan Agreement (Wintegra Inc), Loan Agreement (Wintegra Inc), Loan Agreement (Wintegra Inc)

Registration Rights. a. The Company agrees that, within 30 calendar days after the Subscription Closing (athe “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) Following a registration statement (the termination “Registration Statement”) registering the resale or transfer of the Merger Agreement Shares, and until the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or if the Commission notifies the Company that it will “review” the Registration Statement, 90th calendar day) following the Subscription Closing, and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such time earlier date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations; provided, that the Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. Notwithstanding the foregoing, if the Commission prevents the Company from including in the Registration Statement any or all Option of the Shares issued due to Parent may be sold pursuant to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale or transfer of 1933 the Shares by the applicable stockholders or otherwise (and notwithstanding that the "REGISTRATION PERIOD"Company used diligent efforts to advocate with the staff of the Commission for the registration of all or a greater portion of the Shares) (a “Rule 415 Cutback”), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Registration Statement shall register for resale or transfer such number of Shares which is equal to the Company (maximum number of Shares as is permitted by the "REGISTRANT") request Commission. In such event, the Registrant number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. If the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw from the Registration Statement. and, as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement additional Shares under Rule 415 under the Securities Act Act, the Company shall amend the Registration Statement or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale file one or other disposition to cause, any sale more new Registration Statement(s) (such amendment or other disposition pursuant to such registration statement new Registration Statement shall also be deemed to be effected on a widely distributed basis so “Registration Statement” hereunder) to register such additional Shares and cause such Registration Statement to become effective as promptly as practicable after the filing thereof, but in any event no later than 30 calendar days after the filing of such Registration Statement (the “Additional Effectiveness Date”); provided, that upon consummation thereof no purchaser or transferee the Additional Effectiveness Date shall be extended to 60 calendar days after the filing of such Registration Statement if the Commission notifies the Company that it will own beneficially more than 5.0% of “review” such Registration Statement; provided, further the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will Company shall have the option exercisable by written notice delivered to the Holder such Registration Statement declared effective within ten (10) 5 business days after the receipt date the Company is notified in writing by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review. The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Notice, irrevocably to agree to purchase all or any part of Statement until the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number of Registrable Securities so purchased date on which such Shares have actually been sold and (ii) the per share average date which is three years after the later of (A) the Effectiveness Date and (B) if there is a Rule 415 Cutback, the Additional Effectiveness Date. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date (or any Additional Effectiveness Date) shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in this Section 7. Upon notification by the Commission that any Registration Statement has been declared effective by the Commission, within two (2) business days thereafter, the Company shall file the final prospectus under Rule 424 of the closing sale prices Securities Act. The Company shall provide a draft of the Registrant's Common Stock Registration Statement to Subscriber for review at least two (2) business days in advance of filing of the Registration Statement, and Subscriber shall provide any comments on Nasdaq for the ten (10) trading days Registration Statement to the Company no later than the day immediately preceding the date filing of the Registration NoticeStatement. Any such purchase of Registrable Securities by In no event shall Subscriber be identified as a statutory underwriter in the Registrant hereunder Registration Statement; provided, that if the Commission requires that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will take place at a closing have the option, in its sole and absolute discretion, to be held at either (i) have the principal executive offices of opportunity to withdraw from the Registrant or Registration Statement upon its counsel at any reasonable date and time designated by prompt written request to the Registrant Company, in such notice within ten (10) business days after delivery of such notice. The payment for which case the shares Company’s obligation to be purchased register the Shares will be made by delivery at deemed satisfied or (ii) be included as such in the time of such closing of the Option Price in immediately available fundsRegistration Statement.

Appears in 3 contracts

Samples: Subscription Agreement (DPCM Capital, Inc.), Subscription Agreement (DPCM Capital, Inc.), Subscription Agreement (DPCM Capital, Inc.)

Registration Rights. 9.1 In the event that (ai) Following the termination Conversion Shares are issued subsequent to the completion of the Merger Agreement Business Combination and until such time as all Option Conversion Shares issued are not registered in connection with the consummation of the transactions contemplated thereby or (ii) the Company is or becomes subject to Parent may be sold pursuant to Rule 144(kthe reporting obligations under Section 13 or Section 15(d) of the Securities Act Exchange Act, the Company agrees that, within forty-five (45) calendar days after earlier of 1933 the completion of the Business Combination and the satisfaction in the condition in clause (ii) above (the "REGISTRATION PERIOD"“Filing Date”), Parent the Company will file with the SEC (sometimes referred at the Company’s sole cost and expense) a shelf registration statement registering the resale of the Conversion Shares (the “Registrable Securities”, and such statement the “Registration Statement”), and the Company shall use its commercially reasonable efforts to herein have the Registration Statement declared effective as soon as practicable after the "HOLDER") may by written notice filing thereof, (a "REGISTRATION NOTICE") such date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the Conversion Shares in the Registration Statement are contingent upon Investor furnishing in writing to the Company (such information regarding Investor, the "REGISTRANT") request the Registrant to register under the Securities Act all or any part securities of the shares acquired Company held by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with Investor and the intended method of sale or other disposition stated of the Conversion Shares as shall be reasonably requested by Holderthe Company to effect the registration of the Conversion Shares, and Investor shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including a "shelf" registration statement under Rule 415 under providing that the Securities Act Company shall be entitled to postpone and suspend the effectiveness or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt use of the Registration NoticeStatement during any customary blackout or similar period or as permitted under Section 9.4 hereunder. For purposes of clarification, irrevocably any failure by the Company to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of file the Registration Notice. Any such purchase of Registrable Securities Statement by the Registrant hereunder will take place at a closing Filing Date or to cause such Registration Statement to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated declared effective by the Registrant in such notice within ten (10) business days after delivery Effectiveness Date shall not otherwise relieve the Company of such notice. The payment for its obligations to file the shares Registration Statement or cause the Registration Statement to be purchased will be made by delivery at the time of such closing of the Option Price declared effective as set forth above in immediately available fundsthis Section 9.

Appears in 3 contracts

Samples: Convertible Note Purchase Agreement (TH International LTD), Convertible Note Purchase Agreement (TH International LTD), Convertible Note Purchase Agreement (TH International LTD)

Registration Rights. (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD")6.1 The Issuer agrees that, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) 60 business days after the receipt consummation of the Transactions (the “Filing Date”), the Issuer will use commercially reasonable efforts to file with the Commission (at the Issuer’s sole cost and expense) a registration statement on Form S-1 (the “Registration NoticeStatement”), irrevocably to agree to purchase all or any part registering the resale of the Registrable Securities for cash at Acquired Shares, which Registration Statement may include shares of the Issuer’s common stock issuable upon exercise of outstanding warrants or those held by CHW Acquisition Sponsor LLC, a price (Delaware limited liability company, and the "OPTION PRICE" equal Issuer shall use its commercially reasonable efforts to have the product Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the number of Registrable Securities so purchased 90th calendar day (or 120th calendar day if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the per share average 10th business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effective Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effective Date shall be extended by the same amount of days that the Commission remains closed for operations, provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the closing sale prices Issuer held by Subscriber, and the intended method of disposition of the Registrant's Common Stock on Nasdaq for Acquired Shares as shall be reasonably requested by the ten (10) trading days immediately preceding Issuer to effect the date registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration NoticeStatement during any customary blackout or similar period or as permitted hereunder; provided, that, Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares (other than any such restrictions that may exist hereunder). Any such purchase Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of Registrable the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Acquired Shares or other shares included in the Registration Statement by the Registrant hereunder will take place at a closing applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the Commission. In such event, the number of Common Shares to be held at registered for each selling stockholder named in the principal executive offices Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 of the Registrant Securities Act, the Issuer shall amend the Registration Statement or its counsel at any reasonable date file a new Registration Statement to register such shares not included in the initial Registration Statement and time designated cause such amendment or Registration Statement to become effective as promptly as practicable. Upon notification by the Registrant in such notice Commission that the Registration Statement has been declared effective by the Commission, within ten (10) two business days after delivery thereafter, the Issuer shall file the final prospectus under Rule 424 of the Securities Act. The Issuer will provide a draft of the Registration Statement to Subscriber for review (but not comment) at least two business days in advance of filing the Registration Statement; provided, that, for the avoidance of doubt, in no event shall the Issuer be required to delay or postpone the filing of such noticeRegistration Statement as a result of or in connection with Subscriber’s review. The payment In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of Acquired Shares. For purposes of clarification, any failure by the shares Issuer to be purchased will be made file the Registration Statement by delivery at the time Filing Date or to effect such Registration Statement by the Effective Date shall not otherwise relieve the Issuer of such closing its obligations to file the Registration Statement or effect the registration of the Option Price Acquired Shares set forth in immediately available funds.this Section 6. For purposes of this Section 6, “

Appears in 3 contracts

Samples: Subscription Agreement (CHW Acquisition Corp), Subscription Agreement (CHW Acquisition Corp), Subscription Agreement (CHW Acquisition Corp)

Registration Rights. (a) Following If, and whenever, the termination Company proposes to register any of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of its securities under the Securities Act of 1933 1933, as amended (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDERSecurities Act") may in connection with the proposed offer and sale of any securities by written notice it or any of its security holders (a "REGISTRATION NOTICE"other than on Form S-8, S-4 or any successor form of limited purpose) it will give wrixxxx xxxice by registered mail, at least 20 days prior to the filing of each such registration statement, to all Registered Holders of its intention to register its securities. If any of such Registered Holders notify the Company within 15 days after receipt of any such notice of its or their desire to include their Warrant Shares (the "REGISTRANTRegistrable Securities") request in such proposed registration statement, the Registrant to register under the Securities Act all or any part Company shall afford each of the shares acquired Registered Holders the opportunity to have any such Registrable Securities registered under such registration statement (the "Registration Statement"); provided, however, in the event of an initial public offering by the Holder Company, the holders of Registrable Securities shall have been deemed (without any further writing) by the terms hereof, to have agreed to a lockup period of six (6) months from the date of effectiveness of any registration statement filed by the Company if so requested by the underwriter of such offering, whereby the holders of Registrable Securities shall not sell, transfer, pledge or assign any of their Registrable Securities during such six (6) month period. Notwithstanding the provisions of this Section 9, the Company shall have the right at any time after it shall have given written notice pursuant to this Agreement Section 9 (irrespective of whether a written request for inclusion of any such shares requested securities shall have been made) to be registeredelect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If the managing underwriter of a proposed public offering by the Company shall advise the Company in writing that, in its opinion, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares distribution of the Registrable Securities that requested to be included in the Registration Statement concurrently with the securities being registered by the Company would materially and adversely affect the distribution of such securities by the Company, then, first, the number of any other securities (other than Registrable Securities and the securities to be issued by the Company) requested to be included in such offering shall be decreased on a pro rata basis, and second, after all securities other than Registrable Securities and securities to be issued by the Company have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holderexcluded from such offering, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock shall be decreased on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundspro rata basis.

Appears in 3 contracts

Samples: Warrant Agreement (Thorn Tree Resources L L C), Warrant Agreement (Thorn Tree Resources L L C), Warrant Agreement (Thorn Tree Resources L L C)

Registration Rights. (a) Following To the termination extent that the resale of the Merger Agreement Option Shares are not registered on a Registration Statement filed with the Securities and until such time as all Exchange Commission (the "SEC"), the Company further covenants that the Optionee has the right to cause the Company to register the Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD")upon exercise hereof, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all and any blue sky or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition securities laws of any or all shares of jurisdictions within the Registrable Securities that have been acquired United States by or are issuable to Holder upon exercise filing a registration statement with the SEC within ninety (90) days following the issuance of the Option in accordance with Shares, provided that such registration rights shall not be transferable, shall be exercisable only by the intended method Optionee, and shall apply only to the registration of sale or other disposition stated by Holderall of the Option Shares, including a "shelf" and not any part thereof. The Company may defer the filing (but not the preparation) of the registration statement under Rule 415 under or suspend the Securities Act or any successor provision. Holder agrees to cause, and Company's obligation to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of become and remain effective if (i) at any time prior to the number filing of Registrable Securities so purchased such registration statement with the SEC the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which, in the Company's reasonable opinion, would be required in such registration statement and would not be required if such registration statement were not filed, and the Company's board of directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, (ii) the per share average Company is actively engaged in discussions with underwriters with respect to a registered underwritten public offering of the closing sale prices of the RegistrantCompany's Common Stock on Nasdaq securities for the ten Company's account and is proceeding with reasonable diligence to effect such offering, or (10iii) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery if there exists at the time of such closing material non-public information relating to the Company, which in the reasonable opinion of the Company should not be disclosed. If, after a registration statement filed under this Section 4 becomes effective, the Company advises Optionee (or its permitted assigns) that the Company considers it appropriate for the registration statement to be amended, Optionee (or its permitted assigns) shall suspend any further sales of its registered Option Price in immediately available fundsShares until the Company advises it that the registration statement has been amended.

Appears in 3 contracts

Samples: Share Option Agreement (Biofield Corp \De\), Share Option Agreement (Biofield Corp \De\), Share Option Agreement (Biofield Corp \De\)

Registration Rights. (a) Following a. In the termination event that the Shares are not registered in connection with the consummation of the Merger Agreement Transaction, SPAC agrees that, within forty-five (45) calendar days after the Closing Date, it will file with the SEC (at its sole cost and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(kexpense) a registration statement registering the resale of the Securities Act of 1933 Shares (the "REGISTRATION PERIOD"“Registration Statement”), Parent (sometimes referred and it shall use its commercially reasonable efforts to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to Registration Statement declared effective as soon as practicable after the Holder within filing thereof , but no later than the earlier of (i) ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days after the filing thereof if the SEC notifies SPAC that it will “review” the Registration Statement) and (ii) ten (10) business days after SPAC is notified (orally or in writing, whichever is earlier) by the receipt SEC that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, however, that if such date falls on a Saturday, Sunday or other day that the SEC is closed for business, such date shall be extended to the next business day on which the SEC is open for business. SPAC will use its commercially reasonable efforts to provide a draft of the Registration NoticeStatement to the Investor for review (but not comment) at least two (2) business days in advance of filing the Registration Statement. Unless otherwise agreed to in writing by the Investor, irrevocably the Investor shall not be identified as a statutory underwriter in the Registration Statement unless requested or required by statute, regulation or exchange rules; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have the opportunity to agree to purchase withdraw from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents SPAC from including any or all or any part of the Registrable Shares to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act or otherwise, such Registration Statement shall register for cash at a price (the "OPTION PRICE" resale such number of Shares that is equal to the product maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 of the Securities Act, SPAC shall file a new Registration Statement to register such Shares not included in the initial Registration Statement and use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable. SPAC agrees to cause such Registration Statement, or another shelf registration statement that includes the Shares to be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (i) the number second anniversary of Registrable Securities so purchased and the Closing, (ii) the per share average date on which the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) without restriction under Rule 144 of the closing Securities Act (“Rule 144”), including, without limitation, any restrictions relating to volume or manner of sale prices and without any restrictions from a requirement that SPAC be in compliance with the requirement of Rule 144(c) or Rule 144(i) (such date, the Registrant's Common Stock “End Date”). Prior to the End Date, SPAC will use commercially reasonable efforts to qualify the Shares for listing on Nasdaq for the ten (10) trading days immediately preceding applicable stock exchange. SPAC and the date of Company further acknowledge and agree that nothing in this Subscription Agreement shall limit the Registration Notice. Any such purchase of Registrable Securities by Investor’s rights and remedies under and pursuant to the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsInvestor Rights Agreement.

Appears in 3 contracts

Samples: Form of Subscription Agreement (Tailwind Two Acquisition Corp.), Form of Subscription Agreement (Tailwind Two Acquisition Corp.), Subscription Agreement (Staton Daniel C)

Registration Rights. (a) Following Monopar shall, upon direction by the termination Company at any time after Monopar has been subject to the reporting requirements of the Merger Agreement Securities and Exchange Act of 1934 for at least 12 months (the “Initial Holding Period”), file with the U.S. Securities and Exchange Commission (“SEC”) a Form S-3 or other appropriate form of registration statement, covering the resale of any Monopar common stock by the Company, Gem, or Tactic and shall use its best efforts to have such registration statement declared effective as soon as practical thereafter. During the period that the registration statement is effective, Monopar shall make all public filings required in the normal course of its business and necessary to maintain the effectiveness of the registration statement during the period of resale of any Monopar common stock by the Company, Gem, or Tactic; provided that the Company, Gem, and Tactic agree that Monopar may, from time to time, inform the Company, Gem, and Tactic that it may not sell Monopar common stock until further notice if circumstances exist which have not been disclosed publicly and the omission of which, in the reasonable opinion of Monopar, would result in a material omission of fact in the registration statement. The Company, Gem, and Tactic agree that upon receipt of such notice and until otherwise informed by Monopar, the Company, Gem, and Tactic shall not sell, or permit to be sold, the Monopar common stock. The Company, Gem, and Tactic acknowledge that Monopar cannot guarantee receipt of approval from the SEC, and in the event that approval is not granted, the Company, Gem, and/or Tactic, as applicable, must hold the Monopar common stock until such time as all Option Shares issued to Parent the Company, Gem, and/or Tactic may be sold permitted to sell the Monopar common stock pursuant to Rule 144(kapplicable securities laws or exemptions therefrom. Monopar shall pay the costs to prepare and file the registration statement, including the registration fee due to the SEC and all legal and accounting expenses and the cost of compliance with the securities or blue sky laws in the State of Delaware or any other state. The Company, Gem, or Tactic, as applicable (the party which is the seller of such Monopar common stock) shall pay all other costs of sale of the Securities Act of 1933 (Monopar common stock, including any underwriting fees, commissions on sale or stock transfer taxes resulting from the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part sale of the shares acquired Monopar common stock. In the event that a registration statement for the resale of the Monopar common stock is not approved by the Holder pursuant to this Agreement (such shares requested to be registeredSEC, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares Monopar shall, upon written request of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise Company, prepare and file a registration statement on Form S-1 registering for sale any of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees common stock and use its best efforts to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to have such registration statement declared effective as soon as practical thereafter. Monopar shall pay the costs to be effected on a widely distributed basis so that upon consummation thereof no purchaser prepare and file such registration statement, including the registration fee due to the SEC and all legal and accounting expenses and the cost of compliance with the securities or transferee will own beneficially more than 5.0% blue sky laws in the State of the then-outstanding voting power of RegistrantDelaware or any other State. Upon a request for registrationAdditionally, the Registrant will have Company, Gem, and Tactic shall receive the option exercisable by written notice delivered to the Holder within ten piggyback registration rights set forth in (10b) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsbelow.

Appears in 3 contracts

Samples: Contribution Agreement (Monopar Therapeutics), Contribution Agreement (Monopar Therapeutics), Contribution Agreement (Monopar Therapeutics)

Registration Rights. a. The Company agrees that it will use reasonable best efforts to prepare an advanced draft of, prior to the Closing Date, and, in any event will file with the SEC (aat the Company’s sole cost and expense) Following a registration statement registering the termination resale of the Merger Agreement Shares (the “Registration Statement”) as promptly as practicable following the Closing Date, and until in any event on the first business day to occur 30 calendar days after the Closing Date, and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (A) the 90th calendar day (or 135th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Filing Date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such time as all Option earlier date, the “Effectiveness Date”). The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Shares issued to Parent may be sold pursuant to Rule 144(k) of this Subscription Agreement, to remain effective until the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number second anniversary of Registrable Securities so purchased and the Effectiveness Date, (ii) the per share average date on which the Investor ceases to hold any Shares covered by such Registration Statement, or (iii) on the first date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 without limitation as to the closing manner of sale prices or the amount of such securities that may be sold and without the Registrant's Common Stock on Nasdaq requirement for the ten Company to be in compliance with the current public information required under Rule 144(c)(1) (10) trading days immediately preceding or Rule 144(i)(2), if applicable). Prior to the effective date of the Registration NoticeStatement, the Company will use commercially reasonable efforts to qualify the Shares for listing on the applicable stock exchange. The Investor agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Shares to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to the Company such information regarding the Investor, the securities of the Company held by the Investor and the intended method of disposition of such Shares as shall be reasonably requested by the Company to effect the registration of such Shares, and execution of such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, provided that the Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement in respect of the Shares. If the SEC prevents the Company from including any or all of the Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Company’s securities by the applicable shareholders or otherwise, (i) such Registration Statement shall register for resale such number of Company securities which is equal to the maximum number of Company securities as is permitted by the SEC, (ii) the number of Company securities to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and (iii) the Company shall promptly file another registration statement covering the offer and sale of the remaining Common Shares held by the Investor. The Company will provide a draft of the Registration Statement to the Investor for review reasonably in advance of filing the Registration Statement. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw from the Registration Statement. Any such purchase of Registrable Securities failure by the Registrant hereunder will take place at Company to file the Registration Statement by the required Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth in this Section 7, provided that any delay in the Filing Date or Effectiveness Date that is not a closing to be held at the principal executive offices breach of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery Company’s obligations hereunder shall give rise to a corresponding extension of such noticedeadline(s), as applicable, by an equal number of days. The payment for For purposes of this Section 7, “Shares” shall mean, as of any date of determination, the shares to be purchased will be made by delivery at the time of such closing Shares and any other equity security of the Option Price in immediately available fundsCompany issued or issuable with respect to the Shares by way of share split, dividend or distribution on or with respect to the Shares.

Appears in 3 contracts

Samples: Subscription Agreement (Fifth Wall Acquisition Corp. III), Support Agreement (Mobile Infrastructure Corp), Subscription Agreement (Mobile Infrastructure Corp)

Registration Rights. a. The Issuer agrees that, within fifteen (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (1015) business days after the receipt Closing Date (the “Filing Date”), the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price Acquired Shares (the "OPTION PRICE" equal “Registration Statement”), and the Issuer shall use its commercially reasonable efforts to have the product Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the number of Registrable Securities so purchased 60th business day (or 80th business day if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the per share average 10th business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations, provided, further, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the closing sale prices Issuer held by Subscriber and the intended method of disposition of the Registrant's Common Stock on Nasdaq for Acquired Shares as shall be reasonably requested by the ten (10) trading days immediately preceding Issuer to effect the date registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration NoticeStatement during any customary blackout or similar period or as permitted hereunder;. Any such purchase of Registrable Securities failure by the Registrant hereunder Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section 5. The Issuer will take place at provide a closing to be held at the principal executive offices draft of the Registrant or its counsel Registration Statement to the undersigned for review at any reasonable date and time designated by the Registrant in such notice within ten least two (102) business days after delivery in advance of filing the Registration Statement. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the Commission. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Acquired Shares by the applicable stockholders or otherwise, such noticeRegistration Statement shall register for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the SEC. In such event, the number of Acquired Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. The payment for Issuer will use its commercially reasonable efforts to maintain the shares continuous effectiveness of the Registration Statement until all such securities cease to be purchased Registrable Securities (as defined below) or such shorter period upon which each undersigned party with Registrable Securities included in such Registration Statement have notified the Issuer that such Registrable Securities have actually been sold. The Issuer will be made by delivery at file all reports, and provide all customary and reasonable cooperation, necessary to enable the time undersigned to resell Registrable Securities pursuant to the Registration Statement or Rule 144 under the Securities Act (“Rule 144”), as applicable, qualify the Registrable Securities for listing on the applicable stock exchange, update or amend the Registration Statement as necessary to include Registrable Securities and provide customary notice to holders of such closing of the Option Price in immediately available funds.Registrable Securities. “

Appears in 2 contracts

Samples: Subscription Agreement (Cohen & Co Inc.), Subscription Agreement (INSU Acquisition Corp. II)

Registration Rights. (a) Following The Company agrees that, within thirty (30) calendar days following the termination Closing Date (such deadline, the “Filing Deadline”), the Company will submit to or file with the SEC a registration statement for a shelf registration on Form S-1 or Form S-3 (if the Company is then eligible to use a Form S-3 shelf registration) (the “Registration Statement”), in each case, covering the resale of all of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder Investor pursuant to this Subscription Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition determined as of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten two (102) business days prior to such submission or filing) (the “Registrable Shares”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the receipt of filing thereof, but no later than the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earlier of (i) the number of Registrable Securities so purchased 90th calendar day following the Closing Date and (ii) the per share average 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Registrable Shares in the Registration Statement are contingent upon Investor furnishing in writing to the Company such information regarding Investor, the securities of the closing sale prices Company held by Investor and the intended method of disposition of the Registrant's Common Stock on Nasdaq for Registrable Shares (which shall be limited to non-underwritten public offerings) as shall be reasonably necessary and requested by the ten (10) trading days immediately preceding Company to effect the date registration of the Registrable Shares, and Investor shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration NoticeStatement, if applicable, during any customary blackout or similar period or as permitted hereunder; provided that Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Shares. For as long as the Investor holds Shares, the Company will use commercially reasonable efforts to file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to Rule 144 of the Securities Act (in each case, when Rule 144 of the Securities Act becomes available to the Investor). Any such purchase of Registrable Securities failure by the Registrant hereunder will take place at Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in this Section 7. In no event shall the Investor or any affiliate of the Investor be identified as a closing statutory underwriter in the Registration Statement; except that, if the Investor or any affiliate of the Investor is required by the SEC to be held at identified as a statutory underwriter in the principal executive offices Registration Statement, the Company will provide reasonable advance notice to the Investor of such requirement and the Investor may, in its sole discretion, elect not to include all or a portion of its Shares in the Registration Statement (and such election shall not be considered a breach of this Agreement by the Company). Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrant or its counsel at any reasonable date and time designated shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the Registrant in applicable shareholders or otherwise, the Company shall give the Investor prompt written notice thereof and such notice within ten Registration Statement shall register (10by amendment or otherwise) business days after delivery for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such notice. The payment for event, the shares number of Shares to be purchased registered for each selling shareholders named in the Registration Statement shall be reduced pro rata among all such selling shareholders. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will be made use its commercially reasonable efforts to file with the SEC, as promptly as allowed by delivery at the time SEC, one or more registration statements to register the resale of such closing those Registrable Shares that were not registered on the initial Registration Statement, as so amended. All fees and expenses (i) incident to the performance of, or compliance with, this Section 7, or (ii) related to any threatened or actual litigation against the Investor in connection with any alleged breach of the Option Price Subscription Agreement or U.S. securities laws, in immediately available fundseach case by the Company, shall be borne by the Company.

Appears in 2 contracts

Samples: Subscription Agreement (Alussa Energy Acquisition Corp.), Subscription Agreement (Spring Creek Capital LLC)

Registration Rights. 6.1 The PubCo agrees that within ninety (a90) Following calendar days after the termination of Closing Date, the Merger Agreement PubCo will file with the Commission (at the PubCo’s sole cost and until such time as all Option Shares issued expense) a registration statement to Parent may be sold pursuant to Rule 144(k) register under and in accordance with the provisions of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registeredAct, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition resale of any or all shares of the Registrable Securities that have been acquired by (as defined below) on Form F-3 or are issuable Form F-1 (which in either case shall be filed pursuant to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act as a secondary-only registration statement), which shall be on Form F-3 if the PubCo is then eligible for such short form, or any similar or successor provision. Holder agrees short form registration or, if the PubCo is not then eligible for such short form registration or would not be able to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request register for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase resale all or any part of the Registrable Securities for cash at a price on Form F-3, on Form F-1 or any similar or successor long form registration (the "OPTION PRICE" equal “Registration Statement”). The PubCo will provide a draft of the Registration Statement to Subscriber for review at least two (2) business days in advance of the product filing the Registration Statement, and shall advise Subscriber promptly upon the Registration Statement being declared effective by the Commission. The PubCo shall use its commercially reasonable efforts to have the Registration Statement declared effective by the Commission as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days (or ninety (90) calendar days if the Commission notifies the PubCo that it will “review” the Registration Statement) following the Closing Date and (ii) the fifth (5th) business day after the date the PubCo is notified in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that the PubCo’s obligations to include the Registrable Securities of Subscriber in the Registration Statement are contingent upon Subscriber furnishing in writing to the PubCo such information regarding Subscriber, the securities of the PubCo held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the PubCo to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration as the PubCo may reasonably request that are customary of a selling shareholder in similar situations. Notwithstanding the foregoing, if the Commission prevents the PubCo from including any or all of the Registrable Securities proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Registrable Securities by the Subscribers or otherwise, the PubCo shall use its best efforts to ensure that the Commission determines that (1) the offering contemplated by the Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the PubCo” as defined in Rule 415 of the Securities Act and (2) Subscriber is not a statutory underwriter. If the PubCo is unsuccessful in the efforts described in the preceding sentence then (i) the PubCo shall cause such Registration Statement to register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission and (ii) Subscriber shall have an opportunity to withdraw its Registrable Securities. In such event, the number of Registrable Securities so purchased and (ii) to be registered for each selling shareholder named in the per share average of Registration Statement shall be reduced pro rata among all such selling shareholders. The PubCo will use its commercially reasonable efforts to maintain the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date continuous effectiveness of the Registration Notice. Any Statement until the earliest of (x) such purchase time as when all of Subscriber’s securities included therein cease to be Registrable Securities, (y) such time as when all of Subscriber’s Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant included in such notice within ten Registration Statement have actually been sold and (10z) business days after delivery of such noticethree years from the Closing Date. The payment for PubCo will use its commercially reasonable efforts to cause the shares to be purchased will be made by delivery removal of all restrictive legends from any Registrable Securities being sold under the Registration Statement at the time of sale of such closing Registrable Securities upon the receipt from the Subscriber of such supporting documentation, if any, as requested by the Option Price in immediately available funds.PubCo. The PubCo will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, reasonably necessary to enable Subscriber to resell Registrable Securities pursuant to the Registration Statement and Rule 144, qualify the Registrable Securities for listing on the applicable stock exchange and update or amend the Registration Statement as necessary to include Registrable Securities. “

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pacifico Acquisition Corp.), Pipe Subscription Agreement (Caravelle International Group)

Registration Rights. (a) Following In the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to event that the Company (the "REGISTRANT") request the Registrant proposes to register any Registrable Securities under the Securities Act all in connection with a public offering (for its own account or any part of for the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition account of any other Stockholder) on any form other than Form S-4 or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act Form S-8 (or any successor provision. Holder agrees forms), including in a Demand Registration, the Company shall give each of the Stockholders written notice thereof as soon as practicable but in no event less than 30 days prior to causethe anticipated filing of such registration statement, which notice shall set forth the date that the Company intends to file such registration statement, a good faith estimate of the offering price, and such Stockholder’s rights under this Section 2.2, and shall offer such Stockholder the opportunity to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to include in such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased as each Stockholder may request, subject to any cutbacks provided in this Section 2.2. Upon the request of any Stockholder made within 30 days (or 15 days if the Company states in written notice or gives telephonic notice to each Stockholder, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) after such notice is given (which request shall specify the per share average number of Registrable Securities requested to be registered by such Stockholder), the closing sale prices Company shall use its reasonable best efforts to include in such registration all Registrable Securities requested in writing to be included therein, subject to the limitations set forth in this Section 2.2; provided, that (x) if such registration involves a Public Offering, all such Stockholders requesting their Registrable Securities to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected pursuant to the terms of this Agreement on the Registrant's Common Stock on Nasdaq for same terms and conditions as apply to the ten Company or any other seller and (10y) trading days immediately preceding if at any time after giving notice of its intention to register any Registrable Securities pursuant to this Section 2.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration under this Section 2.2 shall relieve the Company of its obligations to effect a Demand Registration Noticeto the extent required by Section 2.3. Any Stockholder who has requested to be included in such purchase registration pursuant to this Section 2.2 shall have the right to withdraw such Stockholder’s request for inclusion of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel in such registration statement at any reasonable time prior to the effective date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for registration statement by giving written notice to the shares Company of its request to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundswithdraw.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Sterling Check Corp.), Stockholders’ Agreement (Sterling Check Corp.)

Registration Rights. (a) Following The Company shall, if requested by Parent at any time and from time to time within five years after the termination date of exercise of the Merger Agreement Option, as expeditiously as possible prepare and until such time as all Option Shares issued file up to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register two registration statements under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (if such shares requested to be registered, the "REGISTRABLE SECURITIES") registration is necessary in order to permit the sale or other orderly disposition of any or all shares of the Registrable Securities securities that have been acquired by or are issuable to Holder upon exercise by Parent of the Option Option, in accordance with the intended method of sale or other disposition stated by HolderParent, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision; and the Company shall use its reasonable efforts to qualify such securities under any applicable state securities laws; provided, however, that the Company shall not be required to qualify to do business in or consent to general service of process in, any jurisdiction by reason of this sentence. Holder Parent agrees to use reasonable efforts to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser basis. The Company shall use reasonable efforts to cause each such registration statement to become effective, to obtain all consents or transferee will own beneficially more than 5.0% waivers of other parties which are required therefor, and to keep such registration statement effective for such period not in excess of 90 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of the then-outstanding voting power Company to file a registration statement and to maintain its effectiveness may be suspended for one or more periods of Registranttime not exceeding 60 calendar days in the aggregate (in any 180 day period) with respect to any registration statement if the Board of Directors of the Company shall have determined that the filing of such registration statement or the maintenance of its effectiveness would adversely affect the Company. Upon a request for registrationIn the event of any suspension of any registration statement, the Registrant will have Company agrees that the option exercisable by written notice delivered period of time during which the Company is obligated to maintain the Holder within ten (10) business days after the receipt effectiveness of the Registration Notice, irrevocably to agree to purchase all or any part such registration statement shall be extended for a period of the Registrable Securities for cash at a price (the "OPTION PRICE" time equal to the product period during which such suspension was in place. Any registration statement prepared and filed under this Section, and any sale covered thereby, shall be at the Company's expense except for underwriting discounts or commission, brokers' fees and the fees and disbursements of Parent's counsel related thereto. Parent shall provide all information reasonably requested by the Company for inclusion in any registration statement to be filed hereunder. If, during the time periods referred to in the first sentence of this Section, the Company effects an underwritten registration under the Securities Act of the Company's equity securities for its own account or for any other of its stockholders (i) other than on Form S-4 or Form S-8, or any successor form), it shall allow Parent the right to participate in such registration; provided that, if the managing underwriters of such offering advise the Company in writing that in their opinion the number of Registrable Securities so purchased and (ii) securities requested to be included in such registration exceeds the per share average number which can be sold in such offering, priority shall be given to the securities intended to be included therein by the Company for its own account and, thereafter, the Company shall include the securities requested to be included therein by Parent pro rata with the securities intended to be included therein by other stockholders of the closing sale prices Company not having agreements giving them priority in such registration. In connection with any registration pursuant to this Section, Parent and the Company shall provide each other and any underwriter of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any offering with customary representations, warranties, covenants, indemnification, and contribution in connection with such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsregistration.

Appears in 2 contracts

Samples: Stock Option Agreement Stock Option Agreement (Scopus Technology Inc), Stock Option Agreement Stock Option Agreement (Scopus Technology Inc)

Registration Rights. a. The Company agrees that, no later than the date that is thirty (a30) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business calendar days after the receipt consummation of the Registration NoticeTransaction, irrevocably to agree to purchase all or any part the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale by the Purchaser of the Registrable Securities for cash at a price Acquired Shares (the "OPTION PRICE" equal “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the product Registration Statement declared effective by the SEC as soon as practicable after the filing thereof, but no later than the earlier of (i) the number of Registrable Securities so purchased sixtieth (60th) calendar day (or the ninetieth (90th) calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. A substantially complete draft of the Registration NoticeStatement shall be provided to the Purchaser at least two (2) Business Days prior to filing. Any The Company agrees to cause such purchase registration statement or another shelf registration statement to remain effective until the earlier of Registrable (a) two (2) years from the issuance of the Acquired Shares, or (b) the first date on which the Purchaser can sell all of its Acquired Shares (or shares received in exchange therefor) under Rule 144 of the United States Securities Act within ninety (90) days without limitation as to the amount or manner of sale of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). The Purchaser agrees to disclose its ownership to the Company upon request to assist the Company in making the determination described above. The Company’s obligations to include the Acquired Shares (or shares issued in exchange therefor) in the Registration Statement are contingent upon the Purchaser furnishing in writing to the Company such information regarding the Purchaser, the securities of the Company held by the Registrant hereunder will take place at Purchaser and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Company to effect the registration of the Acquired Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a closing selling stockholder in similar situations, provided that Purchaser shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be held at registered under the principal executive offices Registration Statement due to limitations on the use of Rule 415 of the Registrant Securities Act for the resale of the Acquired Shares or its counsel at any reasonable date and time designated otherwise, such Registration Statement shall register the resale of a number of shares which is equal to the maximum number of shares as is permitted by the Registrant in SEC. In such notice within ten (10) business days after delivery event, the number of such notice. The payment for the shares to be purchased registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders, and the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC, one or more registration statements to register the resale of those Acquired Shares that were not registered on the initial Registration Statement, as so amended. For as long as the Purchaser holds Acquired Shares, the Company will use commercially reasonable efforts to file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be made by delivery at satisfied, and provide all customary and reasonable cooperation, necessary to enable the time of such closing Purchaser to resell the Acquired Shares pursuant to Rule 144 of the Option Price in immediately available fundsSecurities Act.

Appears in 2 contracts

Samples: Share Subscription Agreement (Gores Holdings v Inc.), Share Subscription Agreement (Ardagh Metal Packaging S.A.)

Registration Rights. (a) Following the termination If at any time when there is not an effective registration statement covering all of the Merger Agreement Underlying Securities, the Company shall determine to prepare and until such time as all Option Shares issued file with the Securities and Exchange Commission a registration statement relating to Parent may be sold pursuant to Rule 144(k) an offering for its own account or the account of others under the Securities Act of 1933 any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the "REGISTRATION PERIOD"Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Holder of Underlying Securities written notice of such determination and, if within seven (7) Business Days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Underlying Securities intended to be disposed of by the Holder), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (will cause the "REGISTRANT") request the Registrant to register registration under the Securities Act of all Underlying Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the Underlying Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Underlying Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Underlying Securities being registered pursuant to this Section 1 for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of the shares acquired by the such Underlying Securities such Holder pursuant to this Agreement (such shares requested requests to be registered. In the case of an underwritten public offering, if the "REGISTRABLE SECURITIES"managing underwriter(s) in order or underwriter(s) should reasonably object to permit the sale or other disposition of any or all shares inclusion of the Registrable Underlying Securities that have been acquired by or are issuable to Holder upon exercise of in such registration statement, then if the Option in accordance Company after consultation with the intended method managing underwriter should reasonably determine that the inclusion of sale or other disposition stated by Holdersuch Underlying Securities, including a "shelf" would materially adversely affect the offering contemplated in such registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to causestatement, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to based on such determination recommends inclusion in such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser of fewer or transferee will own beneficially more than 5.0% none of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt Underlying Securities of the Registration NoticeHolders, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price then (the "OPTION PRICE" equal to the product of (ix) the number of Registrable Underlying Securities so purchased and (ii) the per share average of the closing sale prices Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Underlying Securities requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Underlying Securities, or (y) none of the Registrant's Common Stock on Nasdaq Underlying Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Underlying Securities; provided, however, that if securities are being offered for the ten (10) trading days immediately preceding account of other persons or entities as well as the date Company, such reduction shall not represent a greater fraction of the Registration Notice. Any such purchase number of Registrable Underlying Securities intended to be offered by the Registrant hereunder will take place at a closing to be held at Holders than the principal executive offices fraction of similar reductions imposed on such other persons or entities (other than the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsCompany).

Appears in 2 contracts

Samples: Thinkengine Networks, Inc., Thinkengine Networks, Inc.

Registration Rights. (a) Following Sio NewCo agrees that, within thirty (30) calendar days following the termination Closing Date, the Issuer will file with the SEC (at the Issuer’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale by Subscriber of the Merger Agreement Subscribed Securities (the “Registrable Securities”), and until such time the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than sixty (60) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC; provided, further, that the Issuer shall have the Registration Statement declared effective within ten (10) Business Days after the date the Issuer is notified (orally or in writing, whichever is earlier) by the staff of the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business and (ii) if the SEC is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the SEC remains closed for. Upon Subscriber’s timely request, the Issuer shall provide a draft of the Registration Statement to the Subscriber for review at least two (2) Business Days in advance of the date of filing the Registration Statement with the SEC (the “Filing Date”), and Subscriber shall provide any comments on the Registration Statement to the Issuer no later than the day immediately preceding the Filing Date. Unless otherwise agreed to in writing by the Subscriber prior to the filing of the Registration Statement, the Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Issuer. Notwithstanding the foregoing, if the SEC prevents the Issuer from including any or all Option Shares issued of the shares proposed to Parent may be sold pursuant registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities Act of 1933 (for the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares resale of the Registrable Securities that have been acquired by the applicable shareholders or are issuable otherwise, such Registration Statement shall register for resale such number of Registrable Shares which is equal to Holder upon exercise the maximum number of Registrable Securities as is permitted by the Option in accordance with SEC. In such event, the intended method number of sale Registrable Securities or other disposition stated by Holder, including a "shelf" registration statement shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act Act, the Issuer shall amend the Registration Statement or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale file one or other disposition to cause, any sale more new Registration Statement(s) (such amendment or other disposition pursuant to such registration statement new Registration Statement shall also be deemed to be effected on a widely distributed basis so that upon consummation thereof no purchaser “Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered Registration Statement(s) to the Holder within ten (10) business days become effective as promptly as practicable after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsfiling thereof.

Appears in 2 contracts

Samples: Subscription Agreement (Pyrophyte Acquisition Corp.), Subscription Agreement (Pyrophyte Acquisition Corp.)

Registration Rights. (a) Following American Depository Receipts. On or before the termination seven-month anniversary of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD")Closing Date, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company agrees to have in place a Level II American Depositary Receipts facility (“ADR” and "ADR Facility", respectively) on NASDAQ or the "REGISTRANT") request New York Stock Exchange (NYSE). The Purchasers shall have the Registrant right to register under have the Securities Act all Shares (or any part portion of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registeredthem) and, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder once issued upon exercise of the Option in accordance Warrants, the Warrant Shares (or any portion of them) be converted into American Depositary Shares, at the Company’s expense, immediately following the completion of the implementation of the ADR Facility. At least 30 days prior to the formation of the ADR Facility, the Company will notify each Purchaser of its rights to have his Shares and Warrant Shares (if converted) be registered under the ADR Facility, and shall register such Shares and Warrant Shares under the ADR Facility at the election of the Purchasers. Implementation of ADR Facility shall be deemed completed when the Company’s Registration Statement filed with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees Commission with respect to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% ADSs of the then-outstanding voting power of RegistrantCompany is declared effective by the Commission. Upon a request for registration, The Company covenants to make reasonable commercial efforts to maintain the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt registration of the Registration NoticeOrdinary Shares through such ADR Facility, irrevocably or to agree to purchase all or any part of register and maintain an Alternative US Registration, in each case, , until the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product later of (i) the number of Registrable Securities so purchased third anniversary following effectiveness thereof, and (ii) the per share average six-month anniversary of the closing sale prices exercise of the Registrant's Common Stock on Nasdaq last of the Warrants (provided that any Warrants that expire prior to exercise shall, for purposes of this sentence, be deemed to have been exercised six months prior to expiration). The Purchaser agrees that, in the sole discretion of the Company and any other shareholders of the Company, additional shares of the Company which have been issued to shareholders, or which may be issued to shareholders in the future, may be converted into American Depositary Shares, as part of the completion of the implementation of the ADR Facility, or at any time thereafter. As used herein, an Alternative US Registration shall mean a registration of the Ordinary Shares (including the Shares and Warrant Shares) with effect for the ten (10) trading days immediately preceding the date benefit of the Registration Notice. Any such purchase of Registrable Securities Purchaser at least as beneficial (as confirmed by the Registrant hereunder will take place at a closing to be held at Purchaser Majority) as provided under the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsADR Facility.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Medigus Ltd.), Securities Purchase Agreement (Medigus Ltd.)

Registration Rights. (a) Following The Company shall file a “resale” registration statement with the termination SEC covering 25% of the Merger Agreement and Shares (or Conversion Shares) purchased by the Subscriber, so that such shares of Common Stock will be registered under the Securities Act. The Company will maintain the effectiveness of the “resale” registration statement from the effective date of the registration statement until all Registrable Securities (as defined in the Registration Rights Agreement) covered by such time as all Option Shares issued to Parent registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144(k144. The Company will use its reasonable best efforts to have such “resale” registration statement filed by the Filing Date (as defined in the Registration Rights Agreement) and declared effective by the SEC as soon as possible and, in any event, by the Effectiveness Date (as defined in the Registration Rights Agreement), unless extended by Subscribers representing the Required Approval. The Company is obligated to pay to the Subscribers a fee of 1% per month of the Securities Act investors’ investment, payable in cash, up to a maximum of 1933 twelve (12%) percent, on the Filing Date and the Effectiveness Date if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Date and/or the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the SEC. The description of registration rights is qualified in its entirety by reference to Registration Rights Agreement annexed hereto as Exhibit E (the "REGISTRATION PERIOD"“Registration Rights Agreement”), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 2 contracts

Samples: Subscription Agreement (Mabvax Therapeutics Holdings, Inc.), Subscription Agreement (Mabvax Therapeutics Holdings, Inc.)

Registration Rights. (a) Following The Company agrees that, within 30 calendar days after the termination Closing Date (such deadline, the “Filing Deadline”), the Company will use commercially reasonable efforts to submit or file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Subscribed Shares eligible for registration, as determined as of two Business Days prior to such submission or filing (the “Registration Statement”), and until the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective no later than the earlier of (i) the 60th calendar day following the earlier of (A) the filing of the Registration Statement and (B) the Filing Deadline, if the Registration Statement is reviewed by, and receives comments from, the Commission, and (ii) the 10th Business Day after the date the Company is notified in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such time earlier date, the “Effectiveness Deadline”). The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to Subscriber for review (but not comment) at least two Business Days in advance of submitting or filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all Option Shares issued of the shares proposed to Parent may be sold pursuant registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale of 1933 (the "REGISTRATION PERIOD")Subscribed Shares by the applicable stockholders or otherwise, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") such Registration Statement shall register for resale such number of Subscribed Shares that is equal to the Company (maximum number of Subscribed Shares as is permitted by the "REGISTRANT") request Commission. In such event, the Registrant number of Subscribed Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and, as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement additional Subscribed Shares under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registrationAct, the Registrant Company will have the option exercisable by written notice delivered use commercially reasonable efforts to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.submit

Appears in 2 contracts

Samples: Joinder Agreement (Ascendant Digital Acquisition Corp.), Subscription Agreement (Ascendant Digital Acquisition Corp.)

Registration Rights. (a) Following The Company agrees that, within forty-five (45) calendar days after the termination Transaction Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Shares (the initial registration statement and until such time as all Option Shares issued to Parent any other registration statement that may be sold pursuant filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to Rule 144(khave the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 45th calendar day (or 60th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. The Company will provide a draft of the Securities Act Registration Statement to Subscriber for review at least three (3) business days in advance of 1933 (filing the "REGISTRATION PERIOD")Registration Statement, Parent (sometimes referred to herein as and shall promptly advise Subscriber upon the "HOLDER") may Registration Statement and any post-effective amendment thereto being declared effective by written notice (a "REGISTRATION NOTICE") to the SEC. Notwithstanding the foregoing, if the SEC prevents the Company (the "REGISTRANT") request the Registrant to register under the Securities Act from including any or all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested proposed to be registered, registered under the "REGISTRABLE SECURITIES") in order Registration Statement on behalf of Subscribers due to permit limitations on the sale or other disposition use of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% for the resale of the then-outstanding voting power shares of Registrant. Upon a request Common Stock by the applicable stockholders or otherwise, such Registration Statement shall register for registrationresale by Subscribers such number of shares of Common Stock, including the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration NoticeShares, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" which is equal to the product maximum number of shares of Common Stock as is permitted to be registered by the Commission. In such event, the number of shares of Common Stock to be registered for each selling stockholder named in the Registration Statement, including the Subscriber, shall be reduced pro rata among all such selling stockholders. In no event shall Subscriber or its affiliates be identified as a statutory underwriter in the Registration Statement without Subscriber’s prior written consent (it being agreed that, if the SEC requests that the Subscriber or its affiliates be identified as a statutory underwriter in the Registration Statement, the Subscriber and its affiliates will have an opportunity to withdraw its shares from the Registration Statement). The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain continuously effective until the earlier of (i) five years from the number date of Registrable Securities so purchased and effectiveness of the initial Registration Statement, (ii) the per share average date on which the Subscriber ceases to hold any Shares covered by such Registration Statement, or (iii) if Rule 144(i) is no longer applicable to the Company or Rule 144(i)(2) is amended to remove the current reporting requirement preceding a disposition of securities, on the first date on which the Subscriber can sell all of its Shares under Rule 144 of the closing Securities Act without limitation as to the manner of sale prices or the amount of such securities that may be sold without limitation as to the manner of sale or the amount of such securities that may be sold. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Registrant's Common Stock on Nasdaq for Company held by the ten (10) trading days immediately preceding Subscriber and the date intended method of disposition of the Registration Notice. Any such purchase of Registrable Securities Shares as shall be reasonably requested by the Registrant hereunder will take place at a closing Company to be held at effect the principal executive offices registration of the Registrant Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations; provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or its counsel at similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. For as long the Subscriber holds any Shares, the Company will use commercially reasonable date efforts to file all reports, and time designated by provide all customary and reasonable cooperation, necessary to enable the Registrant in such notice within ten undersigned to resell the Shares pursuant to Rule 144 under the Securities Act (10) business days after delivery of such notice. The payment for when Rule 144 under the shares Securities Act becomes available to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsCompany).

Appears in 2 contracts

Samples: Subscription Agreement (HealthCor Catalio Acquisition Corp.), Subscription Agreement (HealthCor Catalio Acquisition Corp.)

Registration Rights. (a) Following the termination of the Merger Agreement The Company agrees that it will prepare and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of file with the Securities Act of 1933 and Exchange Commission (the "REGISTRATION PERIODSEC"), Parent (sometimes referred on or before February 15, 2004, a registration statement pursuant to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register Form S-3, under the Securities Act all or any part (the "Registration Statement"), at the sole expense of the shares acquired by Company (except as provided in Section 3(c) hereof), in respect of the Holder pursuant to this Agreement (such shares requested to be registeredInvestor's Registrable Securities, the "REGISTRABLE SECURITIES") in order so as to permit the a public offering and sale or other disposition of any or all shares of the Registrable Securities under the Securities Act. The Company shall use its best efforts to cause the Registration Statement to become effective within forty five (45) calendar days from the filing date. The number of shares of Common Stock designated in the Registration Statement to be registered shall be (i) 200% of the number of Underlying Shares that have been acquired by would be required if all of the shares of the Debenture were converted on the Trading Day immediately preceding the filing of the Registration Statement, plus (ii) 100% of the Warrant Shares. In the event the number of shares of Common Stock included in the Registration Statement shall be insufficient to cover the number of Registrable Securities, the Company agrees that it shall file either an amendment or are issuable a new registration statement covering the Registrable Securities as is then outstanding, pursuant to Holder upon the time requirements as set forth in this Agreement to apply from such date the Registration Statement no longer covers an adequate number of Registrable Securities due to the Investor via conversion of the Debenture and/or exercise of the Option Warrant. The Company agrees that in accordance each such event it will file with the intended method of sale SEC either an amendment to the Registration Statement or other disposition stated by Holder, including a "shelf" new registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to causewithin thirty (30) days of when required hereunder, and use its best efforts to cause any underwriters of any sale either the amendment or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on become effective within forty five (45) calendar days from filing. If such amendment or new registration statement is not filed and/or declared effective in a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registrationtimely manner as set forth herein, the Registrant will have the option exercisable by written notice delivered Company shall be subject to liquidated damages as pursuant to the Holder within ten (10provisions of Section 3(d) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsbelow.

Appears in 2 contracts

Samples: Warrant Agreement (Fonefriend Inc), Warrant Agreement (Fonefriend Inc)

Registration Rights. (a) Following No later than the termination first business day following the 150th day immediately following the date of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) closing of the Securities Act of 1933 (Initial Public Offering, the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (Company shall file a "REGISTRATION NOTICE") to shelf" registration statement, naming the Company (the "REGISTRANT") request the Registrant to register Holders as selling stockholders thereunder, registering for resale under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement Warrant Shares (such shares requested to be registeredshares, the "REGISTRABLE SECURITIESEligible Securities") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision). Holder agrees to cause, and The Company shall use its best efforts to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to (i) be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registrationdeclared effective as promptly as possible, the Registrant will have the option exercisable by written notice delivered to the Holder but in any case within ten (10) business 180 days after the receipt date of the Registration Notice, irrevocably to agree to purchase all or any part closing of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased Initial Public Offering, and (ii) remain effective until the per share average earlier of the closing sale prices date all of the Registrant's Common Stock on Nasdaq for Warrant Shares have been sold in accordance with such registration statement or the ten (10) trading days immediately preceding Expiration Date, PROVIDED, that if such registration statement has not been declared effective by the 240th day after the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price Initial Public Offering (the "Liquidated Damages Date"), the Company shall pay to the Holder (i) on the Liquidated Damages Date, 1% of the Invested Amount in immediately available fundscash, as liquidated damages and not as a penalty, (ii) on the first month anniversary of the Liquidated Damages Date, if such registration statement has not been declared effective as of such date, an additional 1% of the Invested Amount in cash, as liquidated damages and not as a penalty, and thereafter (iii) on each monthly anniversary of the Liquidated Damages Date on which such registration statement has not been declared effective, an additional 2% of the Invested Amount in cash, as liquidated damages and not as a penalty PROVIDED, FURTHER, that the Company shall not be obligated to pay aggregate liquidated damages under this Section 5(a) in excess of $500,000. In any registration effectuated under this Section 5, the Company will pay all registration expenses in connection therewith other than the fees and expenses of the Holder's counsel, underwriting discounts and commissions, brokerage commissions, non-accountable expense allowances attributable to the sale of the Holder's Eligible Securities and the Holder's other out-of-pocket expenses.

Appears in 2 contracts

Samples: Worldgate Communications Inc, Worldgate Communications Inc

Registration Rights. (a) Following the termination Within 120 days of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 Issue Date (the "REGISTRATION PERIODFiling Date"), Parent (sometimes referred to herein as Company shall file a registration statement covering the "HOLDER") may by written notice (resale of the Shares on a "REGISTRATION NOTICE") to the Company registration statement (the "REGISTRANTRegistration Statement") request the Registrant to register under with the Securities Act all Exchange Commission (the "SEC") and effect the registration, qualifications or compliances (including without limitation the execution of any part of required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable laws) as promptly as possible after the shares acquired filing thereof, but in any case within 45 days after the Filing. The Registration Statement will be on Form SB-2, provided that if Form SB-2 is not available for use by Company on the Holder Filing Date, then the Registration Statement will be on such form as is then available. All expenses incurred in connection with any registration, qualification, exemption or compliance pursuant to this Agreement (such shares requested to Section shall be registered, borne by Company. From the "REGISTRABLE SECURITIES") in order to permit Filing Date through the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earlier of (i) the number date that Holder sells or disposes of Registrable Securities so purchased and the Shares or (ii) receives payment for the per share average Equity Buyout under Section 4 (the "Registration Period"), Company shall cause the registration and any qualification, exemption or compliance under state and federal laws continuously effect with respect to Holder, and keep such Registration Statement free of any material misstatements or omissions. During the Registration Period, Company shall advise Holder (a) within 2 Business Days when the Registration Statement or any amendment thereto has been filed and when the Registration Statement or amendment has become effective, (b) within 2 Business Days of the closing sale prices issuance by the SEC of any stop order suspending the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date effectiveness of the Registration NoticeStatement, and (c) within 2 Business Days of the occurrence of any event that requires the making of any changes in the Registration Statement. Any Company shall at all times use its best efforts to cause its common stock to be listed on each securities exchange or market on which the stock is listed as of the Issue Date. The Shares, or the common stock into which the Shares are convertible, shall be "Registrable Securities", and Holder shall have the rights of a "Holder" under such purchase of Registrable Securities investor rights agreement or registration rights agreement as the Company may enter into from time to time. If the Registration Statement (i) has not been filed with the SEC by the Registrant hereunder will take place at a closing Filing Date, (ii) has not been declared effective by the SEC within 45 days thereafter, or (iii) after the Registration Statement is declared effective by the SEC, is suspended by Company or ceases to remain continuously effective as to all Shares for which it is required to be held at effective (a "Registration Default"), for any 30-day period (a "Penalty Period") during which the principal executive offices Registration Default remains uncured, Holder may acquire an additional number of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment Shares equal to 27,500 shares for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundseach Penalty Period.

Appears in 2 contracts

Samples: Sysview Technology, Inc., Sysview Technology, Inc.

Registration Rights. (a) Following Within 90 days after the termination request of the Merger Agreement Executive following a Termination Other Than For Cause or a Resignation For Sufficient Cause, the Company shall cause Easyriders to file (and until cause Easyriders to use its best efforts to cause to become effective within 120 days after such time request), maintain, supplement and update for a period of at least 30 days from its effective date, a registration statement in accordance with the applicable rules and regulations of the Securities and Exchange Commission which permits the Executive to sell or distribute all of the Executive's shares of Easyriders' common stock which constitute Restricted Securities (as defined below) or such lesser number of shares specified in the Executive's request; provided that Easyriders shall have no obligation to file more than one such registration statement. "Restricted Securities" means all Option Shares issued of Easyriders common stock received by Executive pursuant to Parent the Contribution Agreement; provided, however, that any Restricted Securities shall cease to be Restricted Securities when such Restricted Securities may be sold pursuant to under Rule 144(k144 (or any similar provision then in force) of under the Securities Act of 1933 (1933, as amended. In connection with the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or offering of any part of the Easyriders' shares acquired by the Holder pursuant to this Agreement (section, the Company shall also take such action as may be reasonably necessary to qualify or register such shares requested to be registered, under the "REGISTRABLE SECURITIES"blue sky" or securities laws of such states as may be reasonably requested by the Executive. All reasonable costs and expenses of registration (excluding underwriter's compensation) in order to permit of the sale or other disposition of any or all Executive's shares of Easyriders' stock shall be borne by the Registrable Securities that have been acquired by Company or are issuable to Holder upon exercise Easyriders. The rights and obligations of the Option in accordance with Executive and the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement Company under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant this Section 14 shall be subject to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registrationother terms and conditions, the Registrant will have the option exercisable by written notice delivered mutually satisfactory to the Holder within ten (10) business days after Executive and the receipt Company, as are customarily contained in registration rights agreements, including, but not limited to, with respect to priorities, holdbacks, blackouts, selection of the Registration Noticeunderwriters, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased registration procedures and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsindemnification.

Appears in 2 contracts

Samples: Employment Agreement (Easyriders Inc), Employment Agreement (Easyriders Inc)

Registration Rights. a. The Company agrees that, within thirty (a30) Following calendar days after the termination Closing Date (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Merger Agreement Shares, and until the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Deadline, and (ii) five (5) business days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such time earlier date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method of disposition of the Shares as all Option Shares issued shall be reasonably requested in writing by the Company to Parent effect the registration of the Shares, and the undersigned shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be sold entitled to postpone and suspend the use of the Registration Statement as permitted hereunder; provided, further, however, that the undersigned shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. With respect to the information to be provided by the undersigned pursuant to this Section 8, the Company shall request such information at least ten (10) business days prior to the anticipated initial filing date of the Registration Statement. The Company will provide a draft of the Registration Statement to the undersigned for review at least five (5) business days in advance of its anticipated initial filing date. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale of 1933 (the "REGISTRATION PERIOD")Shares by the applicable stockholders or otherwise, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") such Registration Statement shall register for resale such number of Shares which is equal to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part maximum number of the shares acquired Shares as is permitted by the Holder pursuant Commission. In such event, the number of Shares to this Agreement (be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such shares requested selling stockholders required to be registered, the "REGISTRABLE SECURITIES") in order and as promptly as practicable after being permitted to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement register additional Shares under Rule 415 under the Securities Act Act, the Company shall file a new Registration Statement to register such Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 8. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless in response to a comment or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% request from the staff of the then-outstanding voting power of Registrant. Upon Commission or another regulatory agency; provided, however, that if the Commission requests that the undersigned be identified as a request for registrationstatutory underwriter in the Registration Statement, the Registrant undersigned will have an opportunity to withdraw from the option exercisable by written notice delivered Registration Statement. The Company will use its commercially reasonable efforts to maintain the Holder within ten (10) business days after the receipt continuous effectiveness of the Registration Notice, irrevocably to agree to purchase all or any part of Statement until the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number date on which the Shares subscribed for by the undersigned hereunder may be resold without volume or manner of Registrable sale limitations pursuant to Rule 144 promulgated under the Securities so purchased and Act, (ii) the per share average date on which all Shares subscribed for by the undersigned hereunder have actually been sold and (iii) the date which is three (3) years after the initial Registration Statement filed hereunder is declared effective (the “Effectiveness Period”). For as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 of the closing sale prices Securities Act (when Rule 144 of the Registrant's Common Stock Securities Act becomes available to the undersigned), as applicable, qualify the Shares for listing on NYSE, Nasdaq or other applicable stock exchange on which the Class A Shares are then listed, and update or amend the Registration Statement as necessary to include the Shares. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in this Section 8. The undersigned shall not be entitled to use the Registration Statement for an underwritten offering of Shares and notwithstanding anything to the ten (10) trading days immediately preceding contrary in this Subscription Agreement, the Company shall not have any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters in connection with any sales of the Shares under the Registration Statement. For purposes of this Section 8, “Shares” shall mean, as of any date of determination, the Registration Notice. Any such purchase of Registrable Securities Shares acquired by the Registrant hereunder will take place at a closing undersigned pursuant to be held at the principal executive offices this Subscription Agreement and any other equity security issued or issuable with respect to such Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and “undersigned” shall include any affiliate of the Registrant or its counsel at any reasonable date and time designated by undersigned to which the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsrights under this Section 8 have been duly assigned.

Appears in 2 contracts

Samples: Subscription Agreement (Wallbox N.V.), Subscription Agreement (Wallbox N.V.)

Registration Rights. (a) Following In the termination event that the Shares are not registered in connection with the consummation of the Merger Agreement Closing, the Company agrees that the Company will use commercially reasonable efforts to submit or file with the SEC (at the Company’s sole cost and until expense) a registration statement (including the prospectus included in such time as registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all Option Shares issued exhibits to Parent may be sold pursuant to Rule 144(kand all material incorporated by reference in such registration statement, the “Registration Statement”) registering the resale of the Securities Act of 1933 Shares, within thirty (30) calendar days after the Closing Date (the "REGISTRATION PERIOD"“Filing Deadline”), Parent and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (sometimes referred i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to herein as further review (such earlier date, the "HOLDER") may by written notice (a "REGISTRATION NOTICE") “Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company (such information regarding the "REGISTRANT") request Subscriber, the Registrant to register under the Securities Act all or any part securities of the shares acquired Company held by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with Subscriber and the intended method of sale or other disposition stated of the Shares as shall be reasonably requested by Holderthe Company to effect the registration of the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including a "shelf" registration statement providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement as permitted hereunder. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters for the resale of any sale or other disposition to cause, any sale or other disposition the Shares pursuant to this Section 7 by the applicable stockholders or otherwise, such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% Registration Statement shall register for resale such number of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" Shares which is equal to the product maximum number of (i) Shares as is permitted to be registered by the SEC. In such event, the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq Shares to be registered for the ten (10) trading days immediately preceding the date of each selling stockholder named in the Registration NoticeStatement shall be reduced pro rata among all such selling stockholders. Any such purchase of Registrable Securities In the event the Company is required to amend the Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the Registrant hereunder will take place at SEC, one or more registration statements to register the resale of those Shares that were not registered on the initial Registration Statement, as so amended. In no event shall the Subscriber be identified as a closing to be held at statutory underwriter in the principal executive offices of the Registrant or its counsel at any reasonable date and time designated Registration Statement unless requested by the Registrant SEC; provided, that if the SEC requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw its Shares from the Registration Statement. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such notice within ten (10) business days after delivery Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of such notice. The payment for its obligations to file or effect the shares to be purchased will be made by delivery at the time of such closing of the Option Price Registration Statement set forth in immediately available fundsthis Section 7.

Appears in 2 contracts

Samples: Subscription Agreement (Capitol Investment Corp. V), Subscription Agreement (Capitol Investment Corp. V)

Registration Rights. a. The Company agrees that, within 30 calendar days after the Subscription Closing (athe “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) Following a registration statement (the termination “Registration Statement”) registering the resale or transfer of the Merger Agreement Shares, and until the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or if the Commission notifies the Company that it will “review” the Registration Statement, 90th calendar day) following the Subscription Closing, and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such time earlier date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. Notwithstanding the foregoing, if the Commission prevents the Company from including in the Registration Statement any or all Option of the Shares issued due to Parent may be sold pursuant to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale or transfer of 1933 the Shares by the applicable stockholders or otherwise (and notwithstanding that the "REGISTRATION PERIOD"Company used diligent efforts to advocate with the staff of the Commission for the registration of all or a greater portion of the Shares) (a “Rule 415 Cutback”), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Registration Statement shall register for resale or transfer such number of Shares which is equal to the Company (maximum number of Shares as is permitted by the "REGISTRANT") request Commission. In such event, the Registrant number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. If the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw from the Registration Statement, and, as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement additional Shares under Rule 415 under the Securities Act Act, the Company shall amend the Registration Statement or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale file one or other disposition to cause, any sale more new Registration Statement(s) (such amendment or other disposition pursuant to such registration statement new Registration Statement shall also be deemed to be effected on a widely distributed basis so “Registration Statement” hereunder) to register such additional Shares and cause such Registration Statement to become effective as promptly as practicable after the filing thereof, but in any event no later than 30 calendar days after the filing of such Registration Statement (the “Additional Effectiveness Date”); provided, that upon consummation thereof no purchaser or transferee the Additional Effectiveness Date shall be extended to 60 calendar days after the filing of such Registration Statement if the Commission notifies the Company that it will own beneficially more than 5.0% of “review” such Registration Statement; provided, further the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will Company shall have the option exercisable by written notice delivered to the Holder such Registration Statement declared effective within ten (10) 5 business days after the receipt date the Company is notified in writing by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review. The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Notice, irrevocably to agree to purchase all or any part of Statement until the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number of Registrable Securities so purchased date on which such Shares have actually been sold and (ii) the per share average date which is three years after the later of (A) the Effectiveness Date and (B) if there is a Rule 415 Cutback, the Additional Effectiveness Date. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date (or any Additional Effectiveness Date) shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in this Section 7. Upon notification by the Commission that any Registration Statement has been declared effective by the Commission, within two (2) business days thereafter, the Company shall file the final prospectus under Rule 424 of the closing sale prices Securities Act. The Company shall provide a draft of the Registrant's Common Stock Registration Statement to Subscriber for review at least two (2) business days in advance of filing of the Registration Statement, and Subscriber shall provide any comments on Nasdaq for the ten (10) trading days Registration Statement to the Company no later than the day immediately preceding the date filing of the Registration NoticeStatement. Any such purchase of Registrable Securities by In no event shall Subscriber be identified as a statutory underwriter in the Registrant hereunder Registration Statement; provided, that if the Commission requires that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will take place at a closing have the option, in its sole and absolute discretion, to be held at either (i) have the principal executive offices of opportunity to withdraw from the Registrant or Registration Statement upon its counsel at any reasonable date and time designated by prompt written request to the Registrant Company, in such notice within ten (10) business days after delivery of such notice. The payment for which case the shares Company’s obligation to be purchased register the Shares will be made by delivery at deemed satisfied or (ii) be included as such in the time of such closing of the Option Price in immediately available fundsRegistration Statement.

Appears in 2 contracts

Samples: Subscription Agreement (DPCM Capital, Inc.), Subscription Agreement (DPCM Capital, Inc.)

Registration Rights. (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in In accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt terms of the Registration NoticeRights Agreement, irrevocably the Company has agreed to agree use its best efforts, at its cost, to purchase all or any part cause to become effective no later than one year after the Closing Date, the Shelf Registration Statement with respect to the resale of the Registrable Securities for cash Conversion Shares. The Company is required to use its best efforts, at a price (its cost, to maintain the "OPTION PRICE" equal to effectiveness of such Shelf Registration Statement until the product earlier of (i) the number expiration of Registrable the time period referred to in Rule 144(k) under the Securities so purchased Act with respect to all beneficial holders other than affiliates of the Company of Conversion Shares and (ii) such time as all the per share average Conversion Shares covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are otherwise freely tradeable without registration under the Securities Act. During any consecutive 365-day period, the Company will have the ability to suspend availability of such Shelf Registration Statement for up to 45 consecutive days (except for the consecutive 45-day period immediately prior to the maturity of the closing sale prices Securities), but no more than an aggregate of 60 days during any 365-day period, if the Company's Board of Directors determines in good faith that there is a valid purpose for the suspension. If such registration statement is not declared effective on or prior to the date that is one year after the Closing Date, the denominator of the Registrant's Common Stock on Nasdaq Conversion Ratio will be decreased by $.15 (subject to adjustment as described in the Indenture). The Registration Rights Agreement contains provisions providing for indemnity and contribution with respect to such Shelf Registration Statement to the ten persons who are issued, or the persons (10other than the Company) trading days immediately preceding the date that sell, Conversion Shares under any such registration statement. Holders of the Registration Notice. Any such purchase of Registrable Securities by will be able to convert their Securities only if the Registrant hereunder will take place at a closing to be held at the principal executive offices conversion of the Registrant or its counsel at any reasonable date and time designated by Securities is exempt from the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing registration requirements of the Option Price Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in immediately available fundswhich the various holders of the Securities reside.

Appears in 2 contracts

Samples: Indenture (International Fast Food Corp), Indenture (International Fast Food Corp)

Registration Rights. (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD")Agreement, Parent (sometimes referred to herein as the "HOLDERHolder") may by written notice (a "REGISTRATION NOTICERegistration Notice") to the Company (the "REGISTRANTRegistrant") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, registered the "REGISTRABLE SECURITIESRegistrable Securities") in order to permit the sale or other disposition of such shares pursuant to a bona fide firm commitment underwritten public offering in which the Holder and the underwriters shall effect as wide a distribution of such Registrable Securities as is reasonably practicable (a "Permitted Offering"); provided, however, that any or all such Registration Notice must relate to a number of shares equal to at least 2% of the outstanding shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise Common Stock of the Option in accordance Registrant on a fully diluted basis and that any rights to require registration hereunder shall terminate with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under respect to any shares that may be sold pursuant to Rule 415 144(k) under the Securities Act or at such time as all of the Registrable Securities may be sold in any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition three month period pursuant to such registration statement Rule 144 under the Securities Act. The Registration Notice shall include a certificate executed by the Holder and its proposed managing underwriter, which underwriter shall be an investment banking firm of internationally recognized standing reasonably acceptable to Company (the "Manager"), stating that (i) the Holder and the Manager have a good faith intention to commence a Permitted Offering and (ii) the Manager in good faith believes that, based on the then prevailing market conditions, it will be effected on able to sell the Registrable Securities at a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0per share price equal to at least 80% of the then-outstanding voting power per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq National Market for the twenty trading days immediately preceding the date of the Registration Notice. Upon a request for registration, the The Registrant will shall thereupon have the option exercisable by written notice delivered to the Holder within ten (10) five business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part (but not less than all) of the Registrable Securities for cash at a price (the "OPTION PRICE" Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on the Nasdaq National Market for the ten (10) 20 trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will shall take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) 10 business days after delivery of such notice. The payment for the shares to be purchased will shall be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 2 contracts

Samples: Company Stock Option Agreement (Egghead Com Inc), Company Stock Option Agreement (Onsale Inc)

Registration Rights. (a) Following the termination The Company will, if requested in writing by Parent at any time and from time to time within two years of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) exercise of the Securities Act Option, as promptly as practicable (but in no event later than 60 days after receipt of 1933 such written request) prepare, file and use its reasonable best efforts to effect up to three (the 3) registration statements ("REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDERDemand Registration Statements") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (if such shares requested to be registered, the "REGISTRABLE SECURITIES") registration is necessary in order to permit the sale or other disposition of any or all shares of the Registrable Securities securities that have been acquired by or are issuable to Holder Parent upon exercise of the Option in accordance with the intended method of sale or other disposition stated by HolderParent, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and the Company will use its best efforts to cause any underwriters of any sale qualify such shares or other disposition securities under any applicable state securities laws; PROVIDED, HOWEVER, that the Company shall have no obligation to causeprepare and file a Demand Registration Statement hereunder unless such registration statement will cover at least twenty percent (20%) of the Option Shares; PROVIDED, any sale FURTHER that the Company may postpone the filing of a registration statement relating to a registration request by Parent under this Section 8 for a period of time (not in excess of 45 days) if the Company is engaged in confidential negotiations or other disposition pursuant confidential business activities, disclosure of which would be required in such Demand Registration Statement (but would not be required if such Demand Registration Statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities (but in no event shall the Company exercise such postponement right more that once in any twelve-month period). A registration statement will not count as a Demand Registration Statement under this Section 8(a) unless and until the registration statement relating to such registration has been declared effective by the Securities and Exchange Commission. Parent may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 8(a) but has not yet been declared effective, and Parent may thereafter request the Company to be effected on a widely distributed basis so reinstate such registration statement, if permitted under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or to file another Demand Registration Statement; provided, however, that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (iiDemand Registration Statements permitted under this Section 8(a) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities shall be reduced by the Registrant hereunder will take place at a closing to number of Demand Registration Statements so withdrawn; provided, further, however, that the number of Demand Registration Statements permitted under this Section 8(a) shall not be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in reduced for such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery withdrawal if at the time of such closing withdrawal (i) Parent has learned of a material adverse change in the results of operations, conditions, business or prospects of the Option Price in immediately available fundsCompany from that known to Parent at the time of its request or (ii) the stock price of the Company has changed significantly from the date of its request.

Appears in 2 contracts

Samples: Stock Option Agreement (Ostex International Inc /Wa/), Stock Option Agreement (Inverness Medical Innovations Inc)

Registration Rights. (a) Following The Company agrees that, within forty-five (45) calendar days after the termination Transaction Closing (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Shares (the initial registration statement and until such time as all Option Shares issued to Parent any other registration statement that may be sold pursuant filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Transaction Closing and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”). The Company agrees that the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the earlier of (i) three (3) years from the date of effectiveness of the initial Registration Statement, (ii) the date on which the Subscriber ceases to hold the Shares covered by such Registration Statement, or (iii) on the first date on which the Subscriber can sell all of its Shares under Rule 144(k) 144 of the Securities Act without restriction, including without limitation, any volume and manner of 1933 sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (the "REGISTRATION PERIOD"or Rule 144(i)(2), Parent (sometimes referred if applicable). The Subscriber agrees to herein disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Exchange Act, of the Shares to the Company (upon request to assist the "REGISTRANT") request Company in making the Registrant determination described above. The Company’s obligations to register under include the Securities Act all or any part Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the shares acquired Company held by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with Subscriber and the intended method of sale or other disposition stated of the Shares as shall be reasonably requested by Holder, including a "shelf" the Company to effect the registration statement under Rule 415 under of the Securities Act or any successor provision. Holder agrees to causeShares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, provided that Subscriber shall not in connection with the foregoing be required to cause execute any underwriters of lock-up or similar agreement or otherwise be subject to any sale or other disposition contractual restriction on the ability to cause, any sale or other disposition transfer the Shares. With respect to the information to be provided by Subscriber pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser this Section 6 or transferee will own beneficially more than 5.0% of otherwise in connection with the then-outstanding voting power of Registrant. Upon a request for registrationRegistration Statement, the Registrant will have the option exercisable by written notice delivered to the Holder within Company shall request such information from Subscriber at least ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal prior to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the anticipated filing date of the Registration NoticeStatement. Any such purchase of Registrable Securities failure by the Registrant hereunder will take place at a closing Company to file the Registration Statement by the Filing Date or for the Registration Statement to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated declared effective by the Registrant Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth in such notice within ten (10) business days after delivery this Section 6. For purposes of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.this Section 6, “

Appears in 2 contracts

Samples: Business Combination Agreement (Longview Acquisition Corp.), Subscription Agreement (Longview Acquisition Corp.)

Registration Rights. (a) Following As soon as possible after the termination Final Closing Date (as defined in the Memorandum), but in no event later than ninety (90) days after the Final Closing Date (regardless of whether the maximum number of Securities shall have been sold), Issuer shall, at its sole cost and expense, file a registration statement on the appropriate form under the 1933 Act with the Securities and Exchange Commission ("SEC") covering all of the Merger Agreement Conversion Shares and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(kset forth in this Section 9(a) of the Securities Act of 1933 (collectively, the "REGISTRATION PERIODRegistrable Securities"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part time being of the shares acquired by essence. Issuer will use its best efforts to have such registration statement declared effective as soon as possible thereafter, and shall keep such registration statement current and effective for at least three (3) years from the Holder pursuant to this Agreement (effective date thereof or until such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or earlier date as all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition registered pursuant to such registration statement to shall have been sold or otherwise transferred. If the Registration Statement is not filed within such ninety (90) days, the Conversion Price (as hereinafter defined) shall be effected on a widely distributed basis so that reduced (and concomitantly, the number of shares of Common Stock issuable upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% Conversion of the then-outstanding voting power Securities shall increase) by the percentage resulting from multiplying three (3%) percent by the number of Registrantthirty (30) day periods, or any part thereof, beyond such ninety (90) day period until the registration statement covering the Registrable Securities is filed with the SEC. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered Notwithstanding anything to the Holder contrary contained herein, and in addition to the adjustments set forth in the preceding sentence, if the Registration Statement shall not be declared effective within ten (10) business 180 days after the receipt Final Closing Date (regardless of whether the maximum number of Securities shall have been sold), then the Conversion Price shall be reduced (and concomitantly the number of shares of Common Stock issuable upon the conversion of the Registration NoticeSecurities shall increase) by the percentage resulting from multiplying three (3%) percent by the number of thirty (30) day perods, irrevocably to agree to purchase all or any part of thereof, beyond the 180-day period until the Registration Statement described herein covering the Registrable Securities for cash at a price is declared effective. Notwithstanding the foregoing, the Conversion Price shall not be reduced pursuant to this Section 9(a) by more than thirty-six (36%) percent in the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsaggregate.

Appears in 2 contracts

Samples: Williams Controls Inc, Williams Controls Inc

Registration Rights. (a) Following a. In the termination event that the Exchanged Shares are not registered in connection with the consummation of the Merger Agreement Transaction, SPAC agrees that, within forty-five (45) calendar days after the Initial Closing, it will file with the SEC (at its sole cost and until expense) a registration statement registering the resale of the Exchanged Shares (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. SPAC agrees to cause such time as all Option Registration Statement, or another shelf registration statement that includes the Exchanged Shares issued to Parent may be sold pursuant to Rule 144(k) of this Subscription Agreement, to remain effective until the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number second anniversary of Registrable Securities so purchased and the Initial Closing, (ii) the per share average date on which the Investor ceases to hold any Combined Units issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor is able to sell all of its Combined Units (or the Exchanged Shares issuable in respect thereof) issued pursuant to this Subscription Agreement under Rule 144 promulgated under the Securities Act (“Rule 144”) within 90 days without the public information, volume or manner of sale limitations of such rule. The Investor agrees to disclose its ownership to SPAC upon request to assist it in making the determination with respect to Rule 144 described in clause (iii) above. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the closing sale prices SEC or another regulatory agency; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw its Exchanged Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents SPAC from including any or all of the Registrant's Common Stock shares proposed to be registered under the Registration Statement due to limitations on Nasdaq the use of Rule 415 of the Securities Act for the ten resale of the Exchanged Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Exchanged Shares which is equal to the maximum number of Exchanged Shares as is permitted by the SEC. In such event, the number of Exchanged Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. SPAC may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after SPAC becomes eligible to use such Form S-3. The Investor acknowledges and agrees that SPAC may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of SPAC or would require premature disclosure of information that would adversely affect SPAC that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, provided, that, (10I) trading days immediately preceding SPAC shall not so delay filing or so suspend the date use of the Registration Notice. Any Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-fifty (150) calendar days in any three hundred sixty (360) day period and (II) SPAC shall use commercially reasonable efforts to make such purchase of Registrable Securities Registration Statement available for the sale by the Registrant hereunder Investor of such securities as soon as practicable thereafter. If so directed by SPAC, the Investor will take place at a closing to be held at the principal executive offices destroy all copies of the Registrant prospectus covering the Exchanged Shares in the Investor’s possession; provided, however, that this obligation to destroy all copies of the prospectus covering the Exchanged Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal or its counsel at any reasonable date and time designated regulatory requirements or (B) in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. SPAC’s obligations to include the Exchanged Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to SPAC such information regarding the Investor, the securities of SPAC held by the Registrant in such notice within ten (10) business days after delivery Investor and the intended method of disposition of such notice. The payment for Exchanged Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by SPAC to effect the shares to be purchased will be made by delivery at the time registration of such closing Exchanged Shares, and shall execute such documents in connection with such registration as SPAC may reasonably request that are customary of the Option Price a selling shareholder in immediately available fundssimilar situations.

Appears in 2 contracts

Samples: Subscription Agreement (ESGEN Acquisition Corp), Subscription Agreement (ESGEN Acquisition Corp)

Registration Rights. Within thirty (a30) Following days following the termination Closing Date, the Company shall prepare and file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement covering the resale of all Registrable Securities under the Merger Agreement Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 (the “Registration Statement”). The Company shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable, and shall use its reasonable commercial efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all Option Shares issued to Parent of the Registrable Securities covered by such Registration Statement have been publicly sold by the Investor or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144(k144 in transactions in which the requirements of paragraph (c)(1) of the Securities Act of 1933 (the "REGISTRATION PERIOD")thereof do not apply, Parent (sometimes referred to herein as the "HOLDER") may determined by written notice (a "REGISTRATION NOTICE") counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent. The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the "REGISTRANT"statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) request not misleading. The Company shall promptly notify the Registrant Investor of the effectiveness of the Registration Statement. The Investor agrees to register promptly furnish to the Company a completed and executed Selling Stockholder Questionnaire. All expenses (other than underwriting discounts, selling commissions, stock transfer taxes, and fees and disbursements of counsel for the Investor) incurred by the Company in connection with the registration and the filing of the Registration Statement pursuant to this Section 4 shall be borne and paid by the Company. The term “Registrable Securities” means (i) the shares of common stock, par value $0.001 per share (“Common Stock”), of the Company issuable or issued upon conversion of the Investor’s Series J Preferred Stock; and (ii) any Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i); provided, that the Investor has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that the Investor’s shares of Common Stock shall cease to be Registrable Securities upon the earliest to occur of the following: (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act all (in which case, only such security sold shall cease to be a Registrable Security); or any part of the shares acquired (B) such security first becoming eligible for sale by the Holder Investor pursuant to this Agreement Rule 144 in a transaction in which the requirements of paragraph (such shares requested to be registered, the "REGISTRABLE SECURITIES"c)(1) in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsdo not apply.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Navidea Biopharmaceuticals, Inc.), Stock Purchase Agreement (Navidea Biopharmaceuticals, Inc.)

Registration Rights. No later than 270 days following the Closing, the Company shall file with the SEC, a registration statement (athe “Resale Registration Statement”) Following covering the termination of resale to the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) public by the Investors of the Securities Act of 1933 purchased in this Offering (the "REGISTRATION PERIOD"“Registrable Securities”). Notwithstanding the foregoing, Parent (sometimes referred to herein as if the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to SEC informs the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or that any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired to be covered by or are issuable to Holder upon exercise the Resale Registration Statement cannot, as a result of the Option in accordance with the intended method application of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under of the Securities Act or any successor provision. Holder agrees to causeAct, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected registered for resale as a secondary offering on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registrationsingle registration statement, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities to be covered by the Resale Registration Statement shall be reduced by such number of shares (if any) as may be required by the SEC (the “Reduction Securities”), and in such event, the Company shall file a subsequent registration statement, as described above, as soon as practicable thereafter covering the Reduction Securities (the “Reduction Securities Registration Statement”). The Company shall use its best commercially reasonable efforts to cause the Resale Registration Statement and the Reduction Securities Registration Statement, if any, to be declared effective by the SEC as soon as practicable after their respective initial filing dates and shall cause the Resale Registration Statement and the Reduction Securities Registration Statement, if any, to remain effective for at least twelve (12) months. All fees, costs and expenses of and incidental to any such registration, including, without limitation, all registration, filing, and FINRA fees, printing expenses, fees and disbursements of counsel and accountants for the Company shall be paid by the Company. Fees and disbursements of counsel and accountants for the holders of Registrable Securities and any other expenses incurred by such holders not expressly included above shall be borne by such holders. If Registrable Securities held by or issuable to any holder of Registrable Securities are included in a registration pursuant to the provisions of this Section, each such holder of Registrable Securities will, severally and not jointly, indemnify and hold harmless the Company, its directors and officers, any controlling person and any underwriter from and against, and will reimburse the Company, its directors and officers, any controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which parent or any controlling person and/or any underwriter may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so purchased made in reliance upon and in strict conformity with written information furnished by or on behalf of such holder specifically for use in the preparation thereof. The Company will indemnify and hold harmless each holder of Registrable Securities and such holder’s directors and officers, managers and members, any controlling person and any underwriter (collectively, “Holder Indemnitees”) from and against, and will reimburse such Holder Indemnitees with respect to, any and all loss, damage, liability, cost or expense to which any such Holder Indemnitee may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (ii) any violation by the per share average Company of any federal, state or common law rule or regulation applicable to the Company and relating to any action or inaction required of the closing sale prices of Company in connection with any such registration; provided that the Registrant's Common Stock Company will not be liable under this Section in any such case to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by or on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery behalf of such notice. The payment holder specifically for use in the shares to be purchased will be made by delivery at the time preparation of such closing of the Option Price in immediately available fundsregistration statement.

Appears in 2 contracts

Samples: Subscription Agreement (China Ceramics Co., LTD), Subscription Agreement (China Ceramics Co., LTD)

Registration Rights. (a) Following The Holder of this Warrant has been granted certain registration rights by the termination Company. These registration rights are set forth in a Securities Purchase Agreement entered into by the Company and Purchaser of the Merger Company’s 5% Convertible Notes (the “Notes”) at or prior to the issue date of this Warrant. The terms of the Securities Purchase Agreement and until such time are incorporated herein by reference. Upon the occurrence of a Non-Registration Event as all Option Shares issued described in the Securities Purchase Agreement, in the event the Company is unable to Parent may be sold pursuant to Rule 144(kissue Common Stock upon exercise of this Warrant that has been registered in the Registration Statement described in Section 9.1(d) of the Securities Act Purchase Agreement, within the time periods described in the Securities Purchase Agreement, which Registration Statement must be effective throughout the exercise period of 1933 (this Warrant, then upon written demand made by the "REGISTRATION PERIOD")Holder, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered pay to the Holder within ten (10) business days after the receipt of the Registration Noticethis Warrant, irrevocably to agree to purchase all or any part in lieu of the Registrable Securities for cash at delivering Common Stock, a price (the "OPTION PRICE" sum equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average closing ask price of the closing sale prices of the Registrant's Company’s Common Stock on Nasdaq the Principal Market (as defined in the Securities Purchase Agreement) or such other principal trading market for the ten (10) Company’s Common Stock on the trading days date immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities notice is given by the Registrant hereunder will take place at a closing to be held at Holder, less the principal executive offices Purchase Price, for each share of the Registrant or its counsel at any reasonable date and time Common Stock designated by the Registrant in such notice within ten (10) business days after delivery of such noticefrom the Holder. The payment for Notwithstanding the shares foregoing, if any registration statement described in this section is filed and declared effective but shall thereafter cease to be purchased will effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 45 days in the aggregate per year but not more than 30 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective), such event shall not be made by delivery at the time of such closing of the Option Price in immediately available fundsa Non-Registration Event.

Appears in 2 contracts

Samples: Metropolitan Health Networks Inc, Metropolitan Health Networks Inc

Registration Rights. (a) Following The Company shall file a “resale” registration statement with the termination SEC covering all shares of Common Stock included within the Units sold in the Offering and underlying the Preferred Shares and the Warrants, so that such shares of Common Stock will be registered under the Securities Act. The Company will maintain the effectiveness of the Merger Agreement “resale” registration statement from the effective date of the registration statement until all Registrable Securities (as defined in the Registration Rights Agreement) covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and until otherwise without restriction or limitation pursuant to Rule 144. The Company will use its reasonable best efforts to have such time “resale” registration statement filed within one hundred and eighty (180) days after the Closing Date (the “Filing Deadline”) and declared effective by the SEC as soon as possible and, in any event, within two hundred and seventy (270) days after the Closing Date of the Offering (the “Effectiveness Deadline”), unless extended by Subscriber Consent. The Company shall include in the registration statement shares of common stock underlying all Option Shares warrants issued in replacement of any warrants issued to Parent any predecessor company issued in connection with any business combination, merger or share exchange if required by the terms thereof. The Company is obligated to pay to the Subscribers a fee of 1% per month of the investors’ investment, payable in cash, up to a maximum of ten (10%) percent, on the Filing Deadline and the Effectiveness Deadline if the registration obligations set forth herein have not been met, and pro- rata for each month, or partial month, in excess of the Filing Deadline and/or the Effectiveness Deadline that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Registrable Securities that would otherwise be covered by the registration statement have been sold or may be sold pursuant to Rule 144(k) 144 or if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such noticeSEC. The payment for the shares description of registration rights is qualified in its entirety by reference to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.Registration Rights Agreement annexed hereto as Exhibit H.

Appears in 2 contracts

Samples: Subscription Agreement (Paulson Capital Corp), Subscription Agreement (Paulson Capital Corp)

Registration Rights. (a) Following the termination of the Merger Agreement and until such time As promptly as all Option Shares issued to Parent may be sold pursuant to Rule 144(kreasonably practicable after Closing, but in any event within twenty (20) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days Business Days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product later of (i) the number of Registrable Securities so purchased and Closing or (ii) the per share average filing of the closing sale prices Company’s Annual Report on Form 10-K for the year ended December 31, 2022, the Company shall file and use commercially reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act a shelf Registration Statement on Form S-1 (or any short-form shelf registration statement available to the Company) (a “Shelf Registration Statement”), or shall amend an existing Shelf Registration Statement, to register the resale all of the Registrant's shares of Company Common Stock issuable upon conversion or exercise of Securities (the “Shares”). The Company agrees to cause such Shelf Registration Statement, or another shelf registration statement that includes the shares of Company Common Stock issuable upon conversion or exercise of Securities to be sold pursuant to this Agreement, to remain effective until the earliest of (x) the fifth anniversary of the Closing, (y) the date on Nasdaq which Purchaser ceases to hold any shares of Company Common Stock issuable upon conversion or exercise of Securities, and (z) on the first date on which Purchaser is able to sell all of its shares of Company Common Stock issuable upon conversion or exercise of Securities without restriction under Rule 144 of the Securities Act within ninety (90) days without limitation as to the amount of such securities that may be sold, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144(b)(2). Purchaser agrees to disclose its ownership to the Company upon request to assist it in making the determination described above. In no event shall Purchaser be identified as a statutory underwriter in the Shelf Registration Statement unless requested by the SEC; provided, that if the SEC requests that Purchaser be identified as a statutory underwriter in the Shelf Registration Statement, Purchaser will have an opportunity to withdraw its shares of Company Common Stock issuable upon conversion or exercise of Securities from the Shelf Registration Statement. Notwithstanding the foregoing, if the SEC seeks to prevent the Company from including any or all of the shares proposed to be registered under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the ten resale by the applicable stockholders or otherwise, the Company shall use its best efforts to ensure that the SEC determines that (101) trading days immediately preceding the date offering contemplated by the Shelf Registration Statement is a bona fide secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 of the Securities Act and (2) the Purchaser is not a statutory underwriter. If the Company is unsuccessful in the efforts described in the preceding sentence then the Company shall cause such Shelf Registration Notice. Any Statement to register for resale such purchase number of Registrable Securities shares which is equal to the maximum number of shares as is permitted by the Registrant hereunder will take place at a closing to be held at SEC. In such event, the principal executive offices number of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders, and the Company will be made by delivery register Purchaser’s remaining shares that were not registered at the time earliest date permitted by the SEC and subject to the other terms and conditions of such closing this Section 4.10. The Company will use commercially reasonable efforts to file all reports and provide all customary and reasonable cooperation necessary to enable the undersigned to resell the shares of Company Common Stock issuable upon conversion or exercise of Securities pursuant to the Shelf Registration Statement or Rule 144 of the Option Price in immediately Securities Act (when Rule 144 of the Securities Act becomes available fundsto Purchaser for such shares), as applicable.

Appears in 2 contracts

Samples: Investment Agreement (Owlet, Inc.), Investment Agreement (Owlet, Inc.)

Registration Rights. a. The Issuer agrees that, within thirty (a30) Following calendar days after the termination Closing Date (the “Filing Date”), the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Acquired Shares (the “Registration Statement”), and until the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the 10th business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such time earlier date, the “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations, provided, further, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber, the intended method of disposition of the Acquired Shares (which shall be limited to non-underwritten public offerings) and such other information as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. Any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section 5. The Issuer will provide a draft of the Registration Statement to the undersigned for review at least two (2) business days in advance of filing the Registration Statement. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the Commission. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all Option Shares issued of the shares proposed to Parent may be sold pursuant registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale of 1933 (the "REGISTRATION PERIOD")Acquired Shares by the applicable stockholders or otherwise, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") such Registration Statement shall register for resale such number of Acquired Shares which is equal to the Company (maximum number of Acquired Shares as is permitted by the "REGISTRANT") request SEC. In such event, the Registrant number of Acquired Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement additional Acquired Shares under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registrationAct, the Registrant Issuer shall amend the Registration Statement or file a new Registration Statement to register such additional Acquired Shares and cause such amendment or Registration Statement to become effective as promptly as practicable. The Issuer will have use its commercially reasonable efforts to maintain the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt continuous effectiveness of the Registration NoticeStatement until all such securities cease to be Registrable Securities (as defined below) or such shorter period upon which each undersigned party with Registrable Securities included in such Registration Statement have notified the Issuer that such Registrable Securities have actually been sold. The Issuer will provide all customary and commercially reasonable cooperation necessary to enable the undersigned to resell Registrable Securities pursuant to the Registration Statement or Rule 144 under the Securities Act (“Rule 144”), irrevocably to agree to purchase all or any part of as applicable, qualify the Registrable Securities for cash at a price (listing on the "OPTION PRICE" equal primary stock exchange on which its Class A Shares are then listed, update or amend the Registration Statement as necessary to the product of (i) the number include Registrable Securities and provide customary notice to holders of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration NoticeSecurities. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 2 contracts

Samples: Subscription Agreement (REE Automotive Ltd.), Subscription Agreement (10X Capital Venture Acquisition Corp)

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Registration Rights. a. The Issuer agrees that, within thirty (a30) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business calendar days after the receipt consummation of the Registration NoticeTransaction, irrevocably to agree to purchase all or any part the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Registrable Securities for cash at a price Acquired Shares (the "OPTION PRICE" equal “Registration Statement”), and the Issuer shall use its commercially reasonable efforts to have the product Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the number of Registrable Securities so purchased 60th calendar day (or 90th calendar day if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the per share average 10th business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effective Date”); provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the closing sale prices Issuer held by Subscriber and the intended method of disposition of the Registrant's Common Stock on Nasdaq for Acquired Shares as shall be reasonably requested by the ten (10) trading days immediately preceding Issuer to effect the date registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration NoticeStatement during any customary blackout or similar period or as permitted hereunder. Any such purchase Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of Registrable the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Acquired Shares by the Registrant hereunder will take place at a closing applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the Commission. In such event, the number of Acquired Shares to be held at registered for each selling stockholder named in the principal executive offices Registration Statement shall be reduced pro rata among all such selling stockholders. Upon notification by the Commission that the Registration Statement has been declared effective by the Commission, within one (1) business day thereafter, the Issuer shall file the final prospectus under Rule 424 of the Registrant or its counsel Securities Act. The Issuer will provide a draft of the Registration Statement to Subscriber for review at any reasonable date and time designated by the Registrant in such notice within ten least two (102) business days after delivery in advance of such noticefiling the Registration Statement. The payment for In no event shall Subscriber be identified as a statutory underwriter in the shares to be purchased will be made Registration Statement unless requested by delivery at the time of such closing of the Option Price in immediately available fundsCommission.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Spartan Acquisition Corp. II), Subscription Agreement (Spartan Acquisition Corp. II)

Registration Rights. The Company shall, as soon as reasonably practicable, but in any event within 30 days after the date of this Agreement, (a) Following enter into the termination registration rights side letter with the Atlas Group in the form attached hereto as Exhibit E (the “Registration Rights Side Letter”) and (b) file with the SEC a registration statement on Form S-3 (and if the Company is a well-known seasoned issuer as of the Merger Agreement and until filing date, a Form S-3ASR, or if Form S-3 or Form S-3ASR is not then available to the Company, on such time form of registration statement as all Option Shares issued is then available to Parent may be sold pursuant to Rule 144(k) effect a registration for sale of the Securities Act of 1933 Registrable Securities) (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as “Shelf Registration Statement”) covering the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part public resale of the shares acquired of Common Stock set forth on the Schedule 13D filed by the Holder pursuant Atlas Group and certain affiliated entities on April 25, 2022 (the “Registrable Securities”) on a delayed or continuous basis and shall use its reasonable best efforts to this Agreement (cause such shares requested Shelf Registration Statement to be registereddeclared effective as soon as practicable after the filing thereof, but in no event later than the "REGISTRABLE SECURITIES"tenth day after the date the Company is notified (orally or in writing, whichever is earlier) in order by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to permit further review. Such Shelf Registration Statement shall provide for the sale or other disposition of any or all shares resale of the Registrable Securities included therein pursuant to a Plan of Distribution that have been acquired by is mutually-agreeable between the Company and the Atlas Group; however, such Plan of Distribution shall not include any transactions through one or are issuable to Holder upon exercise more underwriters on a firm commitment or best-efforts basis, including through overnight underwritten offerings or underwritten bought deals requiring active involvement of the Option Company. As soon as reasonably practicable following the effective date of a Shelf Registration Statement filed pursuant to this Section 6, but in any event within two Business Days of such date, the Company shall notify the Atlas Group of the effectiveness of any such Shelf Registration Statement. The Company shall maintain the Shelf Registration Statement in accordance with the intended method of sale or other disposition stated by Holderterms hereof and shall prepare and file with the SEC such amendments, including a "shelf" registration statement under Rule 415 under post-effective amendments, and supplements as may be necessary to keep the Shelf Registration Statement continuously effective, available for use to permit the Atlas Group to sell its Registrable Securities included therein and in compliance with the provisions of the U.S. Securities Act or any successor provision. Holder agrees to causeof 1933, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price as amended (the "OPTION PRICE" equal to “Securities Act”), until the product later of (i) the number date that is nine months following the expiration of Registrable Securities so purchased the Cooperation Period (provided that in such case, the transfer restrictions with respect to Prohibited Transferees pursuant to Section 1(d)(iv) shall continue to apply for such nine-month period) and (ii) the per share average third anniversary of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the original effective date of the Shelf Registration NoticeStatement; provided, however, that the Company shall use commercially reasonable efforts to take such actions as may be necessary to remove any restrictive legend from the Registrable Securities as may be reasonably requested by the Atlas Group and upon delivery by the Atlas Group of a customary legal opinion, in a form reasonably acceptable to the Company, to the Company and its transfer agent. Any such purchase The Atlas Group agrees not to, without the Company’s prior written approval, effect, directly or indirectly, sales of Registrable Securities by under the Registrant hereunder will take place at a closing to be held at Shelf Registration Statement if the principal executive offices sale of such shares in any three-month period would exceed the greater of (A) the volume limitations under Rule 144 promulgated under the Securities Act, and (B) 5% of the Registrant outstanding shares of Common Stock, in each case, which shall be deemed to apply to the Registrable Securities until such time as there are no longer any Registrable Securities. In addition, the Atlas Group agrees to request that the loan or its counsel at collateral agreements relating to any reasonable date and time designated by margin loan include a right of the Registrant Company to purchase the Registrable Securities in such notice within ten (10) business days after delivery connection with the applicable lender’s exercise of remedies in respect of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsRegistrable Securities.

Appears in 2 contracts

Samples: Cooperation Agreement (Sylvamo Corp), Cooperation Agreement (ACR Group Paper Holdings LP)

Registration Rights. (a) Following The Issuer agrees that, within forty-five (45) calendar days after the termination Closing Date (the “Filing Date”), the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Acquired Shares (the “Registration Statement”), and until the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof; provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such time information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. For purposes of clarification, any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section 6. The Issuer will provide a draft of the Registration Statement to Subscriber for review at least five (5) business days in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that a Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all Option of the Company Shares issued proposed to Parent may be sold pursuant registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (Shares by Subscriber and the "REGISTRANT") request the Registrant to relevant Other Subscribers or otherwise, such Registration Statement shall register under the Securities Act all or any part for resale such number of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" Company Shares which is equal to the product maximum number of (i) Company Shares as is permitted by the Commission. In such event, the number of Registrable Securities so purchased and (ii) Company Shares to be registered for each selling shareholder named in the per share average Registration Statement shall be reduced pro rata among all such selling shareholders. In the event the Commission informs the Issuer that all of such Company Shares cannot, as a result of the closing sale prices application of Rule 415 of the Registrant's Common Stock Securities Act, be registered for resale on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities Statement, the Issuer agrees to promptly inform Subscriber thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the Registrant hereunder will take place at a closing Commission, covering the maximum number of Company Shares permitted to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated registered by the Registrant in Commission, on Form F-1 or such notice within ten (10) business days after delivery of other form available to register for resale such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsas a secondary offering.

Appears in 2 contracts

Samples: Subscription Agreement (TH International LTD), Subscription Agreement (Silver Crest Acquisition Corp)

Registration Rights. (a) Following The Company agrees that, within thirty (30) calendar days after the termination of Initial Offering Closing, it will cause PubCo to file with the Merger Agreement SEC (at PubCo’s sole cost and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(kexpense) of the Securities Act of 1933 a registration statement (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as “Registration Statement”) registering the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares resale of the Registrable Securities (as defined below), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. The Company agrees that have been acquired by it will use its commercially reasonable efforts to cause such Registration Statement or are issuable another registration statement (which may be a “shelf” registration statement) to Holder upon exercise remain effective until the earlier of (i) two years from the issuance of the Option Initial Offering Shares, (ii) the date on which Subscriber ceases to hold the Registrable Securities covered by such Registration Statement, or (iii) on the first date on which Subscriber can sell all of its Registrable Securities under Rule 144 without limitation as to the manner of sale or the amount of such equity interests that may be sold. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Registrable Securities to the Company upon request to assist the Company in making the determination described above. The Company’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the Registrable Securities held by Subscriber and the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (as shall be reasonably requested by the "OPTION PRICE" equal Company to effect the product of (i) the number of Registrable Securities so purchased and (ii) the per share average registration of the closing sale prices Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date a selling stockholder in similar situations. The Company will provide a draft of the Registration NoticeStatement to Subscriber for review reasonably in advance of filing the Registration Statement. Any such purchase of Registrable Securities In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Registrant hereunder SEC; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will take place at a closing have an opportunity to be held at withdraw from the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such noticeRegistration Statement. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 2 contracts

Samples: Subscription Agreement (Brand Engagement Network Inc.), Subscription Agreement (DHC Acquisition Corp.)

Registration Rights. The initial holder of this Warrant (aand certain assignees ------------------- thereof) Following is entitled to the termination benefit of such registration rights in respect of the Merger Agreement and until such time Warrant Shares as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) are set forth in Section 2 of the Securities Act Registration Rights Agreement. -Notices. All notices, requests, and other com-munications required or ------- permitted to be given or delivered hereunder to the holder of 1933 (this Warrant shall ------- be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to such holder at the "REGISTRATION PERIOD")address shown for such holder on the books of the Company, Parent (sometimes referred to herein or at such other address as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") shall have been furnished to the Company (by notice from such holder. All notices, requests, and other communications required or permitted to be given or delivered hereunder to the "REGISTRANT") request Company shall be in writing, and shall be per-sonal-ly delivered, or shall be sexx xy certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to the Registrant to register under the Securities Act all or any part office of the shares acquired by the Holder pursuant to this Agreement (Company at 15175 Innovation Drive, San Diegx, Xxxxxxxxxx 00000, Xxxxxxxxx: Xxxxxxxxx xxx Xxxxx Xxecutive Officer, or at such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that address as shall have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered furnished to the Holder within ten (10) business days after holder of this Warrant by notice from the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration NoticeCompany. Any such purchase of Registrable Securities notice, request, or other communication may be sent by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant facsimile, but shall in such notice within ten (10) business days after delivery of such noticecase be subsequently confirmed by a writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier as provided above. The payment for the shares All notices, requests, and other communications shall be deemed to be purchased will be made by delivery have been given either at the time of the receipt thereof by the person entitled to re-ceive such closing notice at the address of such person for purposes of this Paragraph 9, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the Option Price in immediately available funds.United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be. -Governing Law. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN -------------- ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE - AND TO BE PERFORMED ENTIRELY WITH SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE. -

Appears in 2 contracts

Samples: Imaging Technologies Corp/Ca, Imaging Technologies Corp/Ca

Registration Rights. The Company, at its sole cost and expense, covenants to immediately register or qualify or cause to be registered or qualified by one or more registrations or qualifications under applicable federal and state securities laws the sale and resale by the Purchaser of (ai) Following the termination all of the Merger Agreement Conversion Shares, (ii) all of the Warrant Shares, and until (iii) all of the additional shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement, if any, (the "Registrable Securities") and to maintain such time as registrations or qualifications effective for all Option Shares issued to Parent periods during which any Preferred Share may be sold pursuant converted or any Warrants may be exercised. The Company covenants to Rule 144(k) use its best efforts to cause such registrations or qualifications to become effective as soon after filing as possible and to remain effective for all periods during which any portion of any Preferred Share may be converted or any Warrants may be exercised. The Company covenants to prepare and file with the Securities and Exchange Commission such amendments and supplements to such registrations or qualifications and the prospectus used in connection therewith as may be necessary to keep such registrations or qualifications effective and to comply with the provisions of the Securities Act of 1933 (the "REGISTRATION PERIOD")1933, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") amended, with respect to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any all securities covered by such registration or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option qualification in accordance with the intended method methods of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to sellers thereof set forth in such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% qualification. If such registrations or qualifications, registering all of the then-outstanding voting power of Registrant. Upon a request for registrationRegistrable Securities, have not become effective on or before the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business date which is 120 days after the receipt date of this Agreement or on any date thereafter cease to remain effective as provided herein, the Registration NoticeCompany hereby covenants and agrees to issue or cause to be issued to the Purchaser on such date and on every date which is 30 days or a multiple thereof after such date, irrevocably until such registrations or qualifications shall become effective with respect to agree to purchase all or any part of the Registrable Securities Securities, as additional consideration for cash at the Preferred Share and not as a price (the "OPTION PRICE" penalty, additional shares of Common Stock equal in number to the product 7% of (i) the total number of Registrable Securities so purchased shares of Common Stock issued or issuable upon conversion of all issued and outstanding Preferred Shares or portions thereof which are convertible by the Purchaser and (ii) the per share average additional shares of the closing sale prices of the Registrant's Common Stock on Nasdaq for issued or issuable to the ten (10) trading days immediately preceding Purchaser pursuant to this Agreement, if any, and to cause the date sale and resale of the Registration Notice. Any all such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the additional shares to be purchased will be made by delivery at included in the time of such closing of the Option Price in immediately available fundsregistrations or qualifications described herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (E Automate Corp/De), Securities Purchase Agreement (E Automate Corp/De)

Registration Rights. (a) Following Parent shall, if requested by the termination Company at any time and from time to time within two years after the date of first exercise of the Merger Agreement Option, as expeditiously as possible prepare and until such time as all Option Shares issued file up to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register two registration statements under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (if such shares requested to be registered, the "REGISTRABLE SECURITIES") registration is necessary in order to permit the sale or other disposition of any or all shares of the Registrable Securities securities that have been acquired by or are issuable to Holder upon exercise by the Company of the Option Option, in accordance with the intended method of sale or other disposition stated by Holderthe Company, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision; and Parent shall use reasonable best efforts to qualify such securities under any applicable state securities laws. Holder The Company agrees to use reasonable best efforts to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser basis. Parent shall use reasonable best efforts to cause each such registration statement to become effective, to obtain all consents or transferee will own beneficially more than 5.0% waivers of other parties which are required therefor, and to keep such registration statement effective for such period not in excess of 90 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of the then-outstanding voting power Parent to file a registration statement and to maintain its effectiveness may be suspended for one or more periods of Registranttime not exceeding 90 calendar days in the aggregate with respect to any registration statement if the Board of Directors of Parent shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require disclosure of nonpublic information that would materially and adversely affect Parent or would interfere with a planned merger, sale of material assets, recapitalization or other significant corporate action (other than the issuance of equity securities). Upon Any registration statement prepared and filed under this Section, and any sale covered thereby, shall be at Parent's expense except for underwriting discounts or commissions and brokers' fees, which shall be borne solely by the Company. The Company shall provide in writing all information reasonably requested by Parent for inclusion in any registration statement to be filed hereunder. If, during the time periods referred to in the first sentence of this Section, Parent effects a request registration under the Securities Act of Parent's equity securities for registrationits own account or for any other of its stockholders (other than on Form S-4 or Form S-8, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part successor form), it shall allow the Company the right to participate in such registration; provided that, if the managing underwriters of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) such offering advise Parent that in their opinion the number of Registrable Securities so purchased securities requested to be included in such registration exceeds the number which can be sold in such offering on a commercially reasonable basis, priority shall be given to the securities intended to be included therein by Parent for its own account and, thereafter, Parent shall include the securities requested to be included therein by the Company pro rata with the securities intended to be included therein by other stockholders of Parent. In connection with any registration pursuant to this Section, Parent and (ii) the per share average Company shall provide each other and any underwriter of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any offering with customary representations, warranties, covenants, indemnification, and contribution in connection with such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsregistration.

Appears in 2 contracts

Samples: Stock Option Agreement (Zilkha Selim K), Stock Option Agreement (Sonat Inc)

Registration Rights. (a) Following the termination of the Merger Agreement a. The Company covenants and until such time as all Option Shares issued agrees that it will cause to Parent may be sold filed pursuant to Rule 144(k) 415 of the The Securities Act of 1933 1933, as amended (the "REGISTRATION PERIODSecurities Act"), Parent a Shelf Registration Statement (sometimes referred to herein as the "HOLDERShelf Registration Statement") as to the shares of Subject Stock along with certain other shares, naming such holders who wish to be named therein as selling stockholders. The Company will use its commercially reasonable efforts to see that the Shelf Registration Statement is declared effective on or before December 31, 2000 and that it is kept continuously effective until two years thereafter; provided, however, that the Company may voluntarily suspend the effectiveness of such Shelf Registration Statement for a limited time, which in no event shall be longer than 120 days, if the Company has been advised by written notice (a "REGISTRATION NOTICE") counsel or underwriters to the Company (that the "REGISTRANT") request the Registrant to register under the Securities Act all or any part offering of the shares acquired by of the Holder Subject Stock pursuant to this Agreement (such shares requested to the Shelf Registration Statement would adversely affect, or would be registered, the "REGISTRABLE SECURITIES") improper in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product view of (ior improper without disclosure in a prospectus) a proposed financing, a reorganization, recapitalization, merger, consolidation, or similar transaction involving the number Company, in which case the Company shall be required to keep such Shelf Registration Statement effective for an additional period of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding time beyond two years following the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such final closing of the Option Price above described transaction equal to the number of days the effectiveness thereof is suspended pursuant to this proviso. If any event occurs that would cause the Shelf Registration Statement to contain a material misstatement or omission or not to be effective and usable during the period that such Shelf Registration Statement is required to be effective and usable, the Company shall promptly file an amendment to the Shelf Registration Statement and use its best efforts to cause such amendment to be declared effective as soon as practicable thereafter. The Investor shall furnish to the Company such information regarding its holdings and the proposed manner of distribution thereof as the Company may reasonably request and as shall be required in immediately available fundsconnection with the Shelf Registration Statement. Notwithstanding any provision contained herein to the contrary, the Company's obligation to include, or continue to include, shares of Common Stock in the Shelf Registration Statement under this Section 1 shall terminate to the extent such shares are eligible for resale under Rule 144(k) promulgated under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Applied Voice Recognition Inc /De/), Registration Rights Agreement (Applied Voice Recognition Inc /De/)

Registration Rights. (a) Following a. In the termination event that the Shares are not registered in connection with the consummation of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(kTransaction, VS PubCo agrees that, within thirty (30) calendar days after the consummation of the Securities Act of 1933 Transaction (the "REGISTRATION PERIOD"“Filing Deadline”), Parent it will file with the SEC (sometimes referred to herein as at its sole cost and expense) a registration statement registering the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to resale of the Company Shares (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause“Registration Statement”), and it shall use its commercially reasonable efforts to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to Registration Statement declared effective as soon as practicable after the Holder within filing thereof, but no later than the earlier of (i) ninety (90) calendar days after the filing thereof (or one hundred and twenty (120) calendar days after the filing thereof if the SEC notifies VS PubCo that it will “review” the Registration Statement) and (ii) ten (10) business days after VS PubCo is notified (orally or in writing, whichever is earlier) by the receipt of SEC that the Registration NoticeStatement will not be “reviewed” or will not be subject to further review (such date, irrevocably the “Effectiveness Date”). VS PubCo agrees to agree cause such Registration Statement, or another shelf registration statement that includes the Shares to purchase all or any part of be sold pursuant to this Subscription Agreement, to remain effective until the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number second anniversary of Registrable Securities so purchased and the date the initial Registration Statement filed hereunder is declared effective, (ii) the per share average date on which the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement, or (iii) the date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the closing sale prices Securities Act within ninety (90) days without limitation as to the amount of such securities that may be sold and without the Registrant's Common Stock on Nasdaq requirement for VS PubCo to be in compliance with the ten current public information requirement under Rule 144(c) (10or Rule 144(i)(2), if applicable) trading days immediately preceding (the date earliest of (i)–(iii) being the “Expiration”). The Investor agrees to disclose its ownership to VS PubCo upon request to assist it in making the determination described above. The Investor acknowledges and agrees that VS PubCo may suspend the use of any such registration statement if it determines in good faith that, in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, provided, that (A) VS PubCo shall not so delay filing or so suspend the use of the Registration Notice. Any Statement for a period of more than sixty (60) consecutive days or more than a total of one hundred and twenty (120) calendar days, in each case in any three hundred sixty (360) day period, and (B) VS PubCo shall use commercially reasonable efforts to make such purchase of Registrable Securities registration statement available for the sale by the Registrant hereunder Investor of such securities as soon as practicable thereafter. VS PubCo’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to VS PubCo such information regarding the Investor, the securities of VS PubCo held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by VS PubCo to effect the registration of such Shares, and shall execute such documents in connection with such registration as VS PubCo may reasonably request that are customary of a selling stockholder in similar situations, provided, however, that the Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. VS PubCo will take place at provide a closing to be held at the principal executive offices draft of the Registrant or its counsel Registration Statement to the Investor for review at any reasonable date and time designated by the Registrant in such notice within ten least two (102) business days after delivery in advance of such noticefiling the Registration Statement. The payment So long as the Investor delivers to VS PubCo a completed questionnaire (which shall include representations and warranties as to relevant matters), the Investor shall not be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents VS PubCo from including any or all of the Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the shares resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be purchased will registered for each selling shareholder named in the Registration Statement shall be made reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, VS PubCo shall file a new Registration Statement to register such Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 7. For purposes of clarification, any failure by delivery at VS PubCo to file the time Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve VS PubCo of such closing its obligations to file or effect the Registration Statement set forth in this Section 7. For purposes of the Option Price in immediately available funds.this Section 7, “

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Horizon Acquisition Corp), Subscription Agreement (Horizon Acquisition Corp)

Registration Rights. The Company agrees that the Holders from time to time of Registrable Securities (aas defined below) Following are entitled to the termination benefits of the Merger Agreement and until such time a Registration Rights Agreement, dated as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 December 18, 1996 (the "REGISTRATION PERIODRegistration Rights Agreement"), Parent (sometimes referred to herein as executed by the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Company. Pursuant to the Registration Rights Agreement, the Company (has agreed for the "REGISTRANT") request the Registrant to register under the Securities Act all or any part benefit of the shares acquired by the Holder pursuant holders from time to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares time of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise it will, at its expense, (i) within 90 days after the Issue Date (as defined below) of the Option in accordance Securities, file a shelf registration statement (the "Shelf Registration Statement") with the intended method Commission with respect to resales of sale or other disposition stated the Registrable Securities, (ii) use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by Holder, including a "shelf" registration statement under Rule 415 the Commission within 180 days after Issue Date of the Securities and (iii) use its reasonable efforts to maintain such Shelf Registration Statement effective under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% until the third annual anniversary of the then-outstanding voting power of RegistrantIssue Date or such earlier date as is provided in the Registration Rights Agreement (the "Effectiveness Period"). Upon a request for registration, The Company will be permitted to suspend the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt use of the Registration Notice, irrevocably to agree to purchase all or any prospectus which is a part of the Registrable Shelf Registration Statement during certain periods of time as provided in the Registration Rights Agreement. If (i) on or prior to 90 days following the Issue Date of the Securities, a Shelf Registration Statement has not been filed with the Commission, or (ii) on or prior to the 180th day following the Issue Date of the Securities, such Shelf Registration Statement is not declared effective (each, a "Registration Default"), additional interest ("Liquidated Damages") will accrue on the Restricted Securities for cash from and including the day following such Registration Default to but excluding the day on which such Registration Default has been cured. Liquidated Damages will be paid semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date in request of the Restricted Securities following the date on which such Liquidated Damages begin to accrue, and will accrue at a price (the "OPTION PRICE" rate per annum equal to an additional one-quarter of one percent (0.25%) of the product principal amount of the Restricted Securities to and including the 90th day following such Registration Default and at a rate per annum equal to one-half of one percent (0.50%) thereof from and after the 91st day following such Registration Default. Pursuant to the Registration Rights Agreement, in the event that the Shelf Registration Statement ceases to be effective during the Effectiveness Period for more than 90 days or the Company suspends the use of the prospectus which is a part thereof for more than 90 days, whether or not consecutive, during any 12-month period, then the interest rate borne by the Restricted Securities shall increase by an additional one- half of one percent (0.50%) per annum on the 91st day of the applicable 12-month period such Shelf Registration Statement ceases to be effective or such prospectus continues to be suspended to but excluding the day on which (i) the number of Registrable Securities so purchased and Shelf Registration Statement becomes effective, (ii) the per share average use of the closing sale prices related prospectus ceases to be suspended or (iii) the Effectiveness Period expires. Whenever in this Indenture there is mentioned, in any context, the payment of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date principal of, premium, if any, or interest on, or in respect of, any Security, such mention shall be deemed to include mention of the Registration Notice. Any payment of Liquidated Damages provided for in this Section to the extent that, in such purchase context, Liquidated Damages are, were or would be payable in respect thereof pursuant to the provisions of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices this Section and express mention of the Registrant or its counsel at payment of Liquidated Damages (if applicable) in any reasonable date and time designated by the Registrant provisions hereof shall not be construed as excluding Liquidated Damages in those provisions hereof where such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsexpress mention is not made.

Appears in 2 contracts

Samples: Indenture (Cirrus Logic Inc), Indenture (Cirrus Logic Inc)

Registration Rights. To the extent the Shares are not included in the registration statement to be filed with the SEC in connection with the Transaction, the Company agrees that, within thirty (a30) Following calendar days after the termination Transaction Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Shares (the “Registration Statement”), and until the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. The Company agrees that the Company will cause such time as all Option Shares issued to Parent Registration Statement or another registration statement (which may be sold pursuant a “shelf” registration statement) to remain effective until the earlier of (i) two years from the issuance of the Shares, (ii) the date on which the Subscriber ceases to hold the Shares covered by such Registration Statement, or (iii) on the first date on which the Subscriber can sell all of its Shares (or shares received in exchange therefor) under Rule 144(k) 144 of the Securities Act without limitation as to the manner of 1933 sale or the amount of such securities that may be sold. The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "REGISTRATION PERIOD"“Exchange Act”), Parent (sometimes referred to herein as of the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Shares to the Company (or its successor) upon request to assist the "REGISTRANT"Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. The Company may delay filing or suspend the use of any such registration statement if it determines that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that the Company shall use commercially reasonable efforts to make such registration statement available for the sale by the Subscriber of such securities as soon as practicable thereafter. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) request not misleading, the Registrant to register Subscriber agrees that it will (i) immediately discontinue offers and sales of the Shares under the Securities Act Registration Statement until the Subscriber receives (A) (x) copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from the Company that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by applicable law. If so directed by the Company, the Subscriber will deliver to the Company or destroy all or any part copies of the shares acquired by prospectus covering the Holder pursuant Shares in the Subscriber’s possession; provided, however, that this obligation to this Agreement deliver or destroy all copies of the prospectus covering the Shares shall not apply to (i) the extent the Subscriber is required to retain a copy of such shares requested to be registered, the "REGISTRABLE SECURITIES"prospectus (A) in order to permit the sale comply with applicable legal, regulatory, self-regulatory or other disposition of any professional requirements or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option (B) in accordance with the intended method of sale a bona fide pre-existing document retention policy or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average copies stored electronically on archival servers as a result of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsautomatic data back-up.

Appears in 2 contracts

Samples: Subscription Agreement (Tiberius Acquisition Corp), Subscription Agreement (Tiberius Acquisition Corp)

Registration Rights. (a) Following a. In the termination event that the Shares are not registered in connection with the consummation of the Merger Agreement Transaction, FSD agrees that, within thirty (30) calendar days after the consummation of the Transaction (the “Filing Deadline”), it will file with the SEC (at the its sole cost and until expense) a registration statement registering the resale of such time Shares (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as all Option soon as practicable after the filing thereof, but no later than the earlier of (1) the 90th calendar day after the consummation of the Transaction (or 120th calendar day if the SEC notifies FSD that it will “review” the Registration Statement) and (2) the fifth business day after the date FSD is notified in writing by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Date”). FSD agrees to cause such Registration Statement, or another shelf registration statement that includes the Shares issued to Parent may be sold pursuant to Rule 144(k) this Subscription Agreement, to remain effective, except for such times as FSD is permitted hereunder to suspend the use of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any prospectus forming part of the shares acquired by Registration Statement, until the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number third anniversary of Registrable Securities so purchased and the Closing, (ii) the per share average date on which the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor can sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the closing Securities Act without volume or manner of sale prices limitations and without the requirement for FSD to be in compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable). The Investor agrees to disclose its beneficial ownership as determined in accordance with Rule 13d-3 of the Registrant's Common Stock Exchange Act to FSD upon request to assist it in making the determination described above. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw its Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents FSD from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on Nasdaq the use of Rule 415 of the Securities Act for the ten resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. FSD’s obligations to include the Shares issued pursuant to this Subscription Agreement (10or shares issued in exchange therefor) trading days immediately preceding for resale in the date Registration Statement are contingent upon the Investor furnishing in writing to FSD such information regarding the Investor, the securities of FSD held by the Investor and the intended method of disposition of such Shares as shall be reasonably requested by FSD to effect the registration of such Shares, and shall execute such documents in connection with such registration as FSD may reasonably request that are customary of a selling stockholder in similar situations, including providing that FSD shall be entitled to postpone and suspend the effectiveness or use of the Registration NoticeStatement during any customary blackout period or similar period or as permitted hereunder. Any such purchase Investor shall not be entitled to use the Registration Statement for an underwritten offering. For purposes of Registrable Securities clarification, any failure by FSD to file the Registration Statement by the Registrant hereunder Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve FSD of its obligations to file or effect the Registration Statement set forth in this Section 7. For as long as the Registration Statement shall remain effective pursuant to this Section 7(a), FSD will take place at use commercially reasonable efforts to (1) qualify the Shares for listing on the Stock Exchange, and (2) update or amend the Registration Statement as necessary to include the Shares. For as long as the Investor holds the Shares, FSD will use commercially reasonable efforts to (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a closing timely manner all reports and other documents with the SEC required under the Exchange Act, as long as FSD remains subject to be held at such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable the principal executive offices undersigned to resell the Shares pursuant to the Registration Statement or Rule 144 of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten Securities Act (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing when Rule 144 of the Option Price in immediately Securities Act becomes available fundsto the Investor), as applicable.

Appears in 2 contracts

Samples: Subscription Agreement (FS Development Corp.), Subscription Agreement (Gemini Therapeutics, Inc. /DE)

Registration Rights. (a) Following The Company agrees that, within thirty (30) calendar days after the termination Transaction Closing (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Shares (the initial registration statement and until such time as all Option Shares issued to Parent any other registration statement that may be sold pursuant filed by the Company under this Section 6, the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Transaction Closing and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next business day on which the SEC is open for business; and provided further, that if the SEC is closed on a business day (whether by reason of government shutdown, government order, health protocol or otherwise), the Effectiveness Deadline shall be extended by the same number of such business days. Notwithstanding the foregoing, if the SEC or its staff prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 144(k) 415 of the Securities Act for the resale of 1933 (shares of Common Stock by the "REGISTRATION PERIOD")applicable stockholders or otherwise, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") such Registration Statement shall register for resale such number of Shares which is equal to the Company (maximum number of Shares as is permitted by the "REGISTRANT") request SEC or its staff. In such event, the Registrant number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement additional Shares under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registrationAct, the Registrant Company shall amend the Registration Statement or file a new Registration Statement to register such Shares not included in the Registration Statement and cause such amendment or Registration Statement to become effective as promptly as practicable. In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw from the option exercisable by written notice delivered Registration Statement. The Company shall use its commercially reasonable efforts to the Holder within ten (10) business days after the receipt provide a draft of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal Statement to the product Subscriber for review at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with the Subscriber’s review. The Company agrees that it will use its commercially reasonable efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective as to the Subscriber until the earliest (such earliest date, the “Effectiveness Expiration”) of (i) two (2) years from the number date of Registrable Securities so purchased and effectiveness of the initial Registration Statement, (ii) the per share average date on which the Subscriber ceases to hold the Shares covered by such Registration Statement, or (iii) the first date on which the Subscriber can sell all of its Shares under Rule 144 of the closing Securities Act without restriction, including any volume and manner of sale prices restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date Exchange Act, of the Shares to the Company upon request to assist the Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Notice. Any Statement are contingent upon the Subscriber furnishing in writing to the Company such purchase information regarding the Subscriber, the securities of Registrable Securities the Company beneficially owned by the Registrant hereunder will take place at a closing to be held at Subscriber, the principal executive offices intended method of disposition of the Registrant or its counsel at any reasonable date Shares, and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.transactions and relationships with the

Appears in 2 contracts

Samples: Subscription Agreement (Environmental Impact Acquisition Corp), Subscription Agreement (Environmental Impact Acquisition Corp)

Registration Rights. (a) Following a. The Company agrees that, prior to the termination date that is 30 calendar days after the consummation of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 Transaction (the "REGISTRATION PERIOD"“Filing Date”), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (or its successor) will file with the "REGISTRANT"SEC (at the Company’s sole cost and expense) request a registration statement registering the Registrant to register under the Securities Act all or any part resale of the shares acquired by Shares (the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause“Registration Statement”), and the Company shall use its commercially reasonable efforts to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to Registration Statement declared effective as soon as practicable after the Holder within ten filing thereof, but not later than the earlier of (10i) 90 calendar days (or 120 calendar days if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing and (ii) five (5) business days after the receipt of date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Notice, irrevocably Statement will not be “reviewed” or will not be subject to agree to purchase all or any part of further comments from the Registrable Securities for cash at a price SEC (the "OPTION PRICE" equal “Effectiveness Date”). The Company agrees that the Company will cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the product earlier of (i) two years from the number issuance of Registrable Securities so purchased and the Shares, or (ii) on the per share average first date on which the undersigned can sell all of its Shares (or shares received in exchange therefor) under Rule 144 of the closing Securities Act without limitation as to the manner of sale prices or the amount of such securities that may be sold (the “Registration Period”). The undersigned agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Registrant's Common Stock on Nasdaq for Exchange Act, of Shares to the ten Company (10or its successor) trading days immediately preceding upon request to assist the date Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Registration NoticeCompany held by the undersigned and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, provided that the undersigned shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. Any such purchase of Registrable Securities failure by the Registrant hereunder will take place at a closing Company to be held at file the principal executive offices of the Registrant or its counsel at any reasonable date and time designated Registration Statement by the Registrant Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsthis Section 6.

Appears in 2 contracts

Samples: Subscription Agreement (Thunder Bridge Acquisition II, LTD), Subscription Agreement (Thunder Bridge II Surviving Pubco, Inc.)

Registration Rights. (a) Following The Company agrees that, within thirty (30) calendar days after the termination Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Merger Agreement Shares (together with any other equity interests received in exchange therefor, the “Registrable Securities,” as further described below), and until the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. The Company agrees that the Company will cause such time as all Option Shares issued to Parent Registration Statement or another registration statement (which may be sold pursuant a “shelf” registration statement) to remain effective until the earlier of (i) two (2) years from the issuance of the Registrable Securities, (ii) the date on which Subscriber ceases to hold the Registrable Securities covered by such Registration Statement, or (iii) on the first date on which Subscriber can sell all of its Registrable Securities under Rule 144(k144 promulgated under the Securities Act (“Rule 144”) without limitation as to the manner of sale or the amount of such equity interests that may be sold. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Registrable Securities to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the Registrable Securities of the Company held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. If the SEC prevents the Company from including any or all of the Registrable Securities proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act of 1933 (for the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part resale of the shares acquired Company’s Registrable Securities by the Holder pursuant to this Agreement applicable stockholders or otherwise, (i) such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition Registration Statement shall register for resale such number of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" Company registrable securities which is equal to the product of (i) the maximum number of Registrable Securities so purchased Company registrable securities as is permitted by the SEC and (ii) the per share average number of Company registrable securities to be registered for each selling stockholder named in the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date Registration Statement shall be reduced pro rata among all such selling stockholders. The Company will provide a draft of the Registration NoticeStatement to Subscriber for review reasonably in advance of filing the Registration Statement. Any such purchase of Registrable Securities In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless required or requested by the Registrant hereunder will take place at a closing SEC; provided, that if Subscriber is to be held at identified as a statutory underwriter in the principal executive offices of Registration Statement, Subscriber will have an opportunity to withdraw from the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such noticeRegistration Statement. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 2 contracts

Samples: Revised Backstop Subscription Agreement (Foxo Technologies Inc.), Backstop Subscription Agreement (Delwinds Insurance Acquisition Corp.)

Registration Rights. (a) Following the termination of the Merger Agreement and until such time as all Option Shares The shares to be issued to Parent may be sold pursuant to Rule 144(ksubsection 2 of this Agreement shall contain unlimited piggyback registration rights. Consultant's piggyback registration rights shall commence one (1) year from the date hereof and shall terminate three (3) years after the Company shall register any of its shares of common stock for sale pursuant to the Securities Act of 1933 1933, as amended (the ("Act"). The Company shall bear the costs of such registrations. In the event of the sale of the shares contemplated hereunder, Consultant shall pay any and all underwriting commissions and non-accountable expenses of any underwriter selected by Consultant to sell the common stock (the "REGISTRATION PERIODRegistrable Securities"), Parent (sometimes referred together with the expenses of any legal counsel selected by Consultant to represent Consultant in connection with the sale of the Registrable Securities. The Company agrees to use its prompt best efforts to cause the filing required herein to become effective and to qualify or register the Registrable Securities in such states as are reasonably requested by the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Consultant. As to Consultant's piggyback registration rights, the Company (agrees to qualify or register the "REGISTRANT") request Registrable Securities in such additional states as are reasonably requested by Consultant and the Registrant Company shall bear all costs and expenses, including reasonable counsel fees and expenses, of the qualification of registration of the Registrable Securities in such additional states as are reasonably requested by the Consultant. In no event shall the Company be required to register under the Registrable Securities Act all in more than five (5) states or in a state in which such registration would cause (i) the Company to be obligated to do business in such state, or (ii) the principal stockholders of the Company to be obligated to escrow any of their securities. In the event that Consultant shall request that the Company register the Registrable Securities in more than 5 states, the Company agrees to cooperate with such request, but at the sole cost of the Consultant, unless as part of a subsequent registration, the Company determines that registration in states beyond the five, is in its own best interests. Notwithstanding the provisions contained in this paragraph 4, the holders of the shares acquired by the Holder pursuant to this Agreement (such shares requested paragraph 2, will be permitted to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares avail themselves of the Registrable Securities that have been acquired by or are issuable Rule 144, with regard to Holder upon exercise disposal of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsshares.

Appears in 2 contracts

Samples: Financial and Strategic Consulting Agreement (Careertek Org Inc), Financial and Strategic Consulting Agreement (Careertek Org Inc)

Registration Rights. (a) Following The Company shall, if requested by Parent at any time and from time to time within two years after the termination date of first exercise of the Merger Agreement Option, as expeditiously as possible prepare and until such time as all Option Shares issued file up to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register two registration statements under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (if such shares requested to be registered, the "REGISTRABLE SECURITIES") registration is necessary in order to permit the sale or other disposition of any or all shares of the Registrable Securities securities that have been acquired by or are issuable to Holder upon exercise by Parent of the Option Option, in accordance with the intended method of sale or other disposition stated by HolderParent, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision; and the Company shall use commercially reasonable efforts to qualify such securities under any applicable state securities laws. Holder Parent agrees to use reasonable best efforts to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser basis. The Company shall use reasonable best efforts to cause each such registration statement to become effective, to obtain all consents or transferee will own beneficially more than 5.0% waivers of other parties which are required therefor, and to keep such registration statement effective for such period not in excess of 90 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of the then-outstanding voting power Company to file a registration statement and to maintain its effectiveness may be suspended for one or more periods of Registranttime not exceeding 90 calendar days in the aggregate with respect to any registration statement if the Board of Directors of the Company shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require disclosure of nonpublic information that would materially and adversely affect the Company or would interfere with a planned merger, sale of material assets, recapitalization or other significant corporate action (other than the issuance of equity securities). Upon a request Any registration statement prepared and filed under this Section 4, and any sale covered thereby, shall be at the Company's expense except for registrationunderwriting discounts or commissions and brokers' fees, which shall be borne solely by Parent. Parent shall provide in writing all information reasonably requested by the Company for inclusion in any registration statement to be filed hereunder. If, during the time periods referred to in the first sentence of this Section, the Registrant will have Company effects a registration under the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt Securities Act of the Registration NoticeCompany's equity securities for its own account or for any other of its stockholders (other than on Form S-4 or Form S-8, irrevocably to agree to purchase all or any part successor form), it shall allow Parent the right to participate in such registration; provided however, that, if the managing underwriters of such offering advise the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) Company that in their opinion the number of Registrable Securities so purchased and (ii) securities requested to be included in such registration exceeds the per share average number which can be sold in such offering on a commercially reasonable basis, priority shall be given to the securities intended to be included therein by the Company for its own account and, thereafter, the Company shall include the securities requested to be included therein by Parent pro rata with the securities intended to be included therein by other stockholders of the closing sale prices Company. In connection with any registration pursuant to this Section, Parent and the Company shall provide each other and any underwriter of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any offering with customary representations, warranties, covenants, indemnification, and contribution in connection with such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsregistration.

Appears in 2 contracts

Samples: Voting and Stock Option Agreement (Minnesota Mining & Manufacturing Co), Voting and Stock Option Agreement (Robinson Nugent Inc)

Registration Rights. (a) Following Subject to Sections 7(b) and 7(c) herein, New NAP agrees that, within thirty (30) calendar days after the termination Closing Date (the “Filing Date”), it will file with the SEC (at New NAP’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Subscribed Shares (the “Registration Statement”), and until New NAP shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days (or ninety (90) calendar days if the SEC notifies New NAP that it will “review” the Registration Statement) following the earlier of (a) the Filing Date and (b) the initial filing date of the Registration Statement and (ii) five (5) Business Days after New NAP is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such time earlier date, the “Effectiveness Date”); provided, that if such date falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Date shall be extended to the next Business Day on which the SEC is open for business. New NAP will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Investor for review at least two (2) Business Days in advance of the filing of the Registration Statement; provided that, for the avoidance of doubt, in no event shall New NAP be required to delay or postpone the filing of such Registration Statement as all Option a result of or in connection with the Investor’s review. Any failure by New NAP to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve New NAP of its obligations to file a Registration Statement as set forth above in this Section 7. Subject to Section 7(b) of this Subscription Agreement, New NAP agrees to use commercially reasonable efforts to cause such Registration Statement, or another shelf registration statement that includes the Subscribed Shares issued to Parent may be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (x) the fourth anniversary of the Closing, (y) the date on which the Investor ceases to hold any Subscribed Shares and (z) the first date on which the Investor is able to sell all of its Subscribed Shares (or shares received in exchange therefor) under Rule 144(k144 within ninety (90) calendar days without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for New NAP to be in compliance with the current public information required under Rule 144(c)(i) (or Rule 144(i)(2), as applicable). The Investor agrees to disclose its ownership to New NAP upon its reasonable written request to assist it in making the determination described above. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement; provided, that if the SEC requires that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw its Subscribed Shares from the Registration Statement or (ii) to be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents New NAP from including any or all of the Subscribed Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of 1933 (the "REGISTRATION PERIOD")Subscribed Shares by the applicable shareholders or otherwise, Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") such Registration Statement shall register for resale such number of Subscribed Shares which is equal to the Company (maximum number of Subscribed Shares as is permitted by the "REGISTRANT") request SEC. In such event, the Registrant number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement additional Shares under Rule 415 under the Securities Act Act, New NAP shall amend the Registration Statement or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale file a new Registration Statement (such amendment or other disposition to cause, any sale or other disposition pursuant to such registration statement new Registration Statement shall also be deemed to be effected on a widely distributed basis so that upon consummation thereof “Registration Statement” hereunder) to register such additional Shares and cause such Registration Statement to become effective as promptly as practicable after the filing thereof, but in any event no purchaser or transferee will own beneficially more later than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten thirty (1030) business calendar days after the receipt filing of such Registration Statement (the “Additional Effectiveness Date”); provided, that the Additional Effectiveness Date shall be extended to sixty (60) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the SEC; provided, further New NAP shall have such Registration Statement declared effective within five (5) Business Days after the date New NAP is notified in writing by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review. For as long as the Registration NoticeStatement shall remain effective pursuant to this Section 7(a), irrevocably New NAP will use commercially reasonable efforts to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) qualify the number of Registrable Securities so purchased Subscribed Shares for listing on the Stock Exchange and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of update or amend the Registration NoticeStatement as necessary to include the Subscribed Shares. Any such purchase of Registrable Securities For as long as the Investor holds the Subscribed Shares, New NAP shall use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the Investor to resell the Subscribed Shares pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to the Investor), as applicable, including providing legal opinions or other documents or instructions required by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsNew NAP’s transfer agent.

Appears in 2 contracts

Samples: Subscription Agreement (Frazier Lifesciences Acquisition Corp), Business Combination Agreement (Frazier Lifesciences Acquisition Corp)

Registration Rights. x. Xxxxxxxx shall use reasonable commercial efforts to (i) prepare and file with the SEC within sixty (60) calendar days after the final Closing Date a registration statement (on Form X-0, X-0, or other appropriate registration statement form reasonably acceptable to the Subscriber) under the U.S. Securities Act (the “Registration Statement”), at the sole expense of Xxxxxxxx (except as specifically provided in Section c hereof), in respect of the Subscriber, so as to permit a public offering and resale of the Common Shares and Warrant Shares (collectively, the “Registrable Securities”) in the United States under the U.S. Securities Act by the Subscriber as selling stockholder and not as underwriter; and (ii) use commercially reasonable efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible and not later than the earlier of (a) Following one hundred (100) calendar days from the termination date of filing the Registration Statement in the event of an SEC review of the Merger Agreement Registration Statement, and until such time as all Option Shares issued (b) the fifth trading day following the date on which Xxxxxxxx is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to Parent may further review and comments. Xxxxxxxx will notify the Subscriber of the effectiveness of the Registration Statement (the “Effective Date”) within three (3) Trading Days (days in which the OTCBB is open for quotation) (each, a “Trading Day”). The initial Registration Statement shall cover the resale of 100% of the Registrable Securities, for an offering to be sold made on a continuous basis pursuant to Rule 144(k) of 415 (as promulgated by the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Commission pursuant to the Company (the "REGISTRANT") request the Registrant U.S. Securities Act, as such Rule may be amended from time to register under the Securities Act all time, or any part of the shares acquired similar rule or regulation hereafter adopted by the Holder pursuant to this Agreement (Commission having substantially the same purpose and effect as such shares requested to be registeredRule); provided, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares however, that if 100% of the Registrable Securities that have been acquired by included hereunder shall equal or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0exceed 33% of the then-issued and outstanding voting power common stock of Registrant. Upon a request for registration, Xxxxxxxx (less any shares of common stock held by affiliates of Xxxxxxxx and the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part holders of the Registrable Securities) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of Registrable Securities for cash at a price which shall equal 33% of the issued and outstanding shares of common stock of Xxxxxxxx (less any shares of common stock held by affiliates of Xxxxxxxx and the "OPTION PRICE" equal to holders of the product Registrable Securities) on such actual filing date minus 10,000 shares of (i) common stock. In such event, the number of Registrable Securities so purchased and (ii) the per share average to be registered for each holder of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to shall be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsreduced pro-rata among all Subscribers.

Appears in 2 contracts

Samples: Subscription Agreement (Goldrich Mining Co), Goldrich Mining Company (Goldrich Mining Co)

Registration Rights. (a) Following If the termination Company, at any time on or after two years following the date of Closing under the Merger Stock Purchase Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDERCLOSING DATE") may by written notice (and on or before the seventh anniversary of the Closing Date, proposes to file on its behalf and/or on behalf of any of its security holders a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register Registration Statement under the Securities Act all on any form (other than a Registration Statement on Form S-4 or S-8 or any part successor form for securities to be offered on a transaction of the shares acquired by the Holder pursuant type referred to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 145 under the Securities Act or to employees of the Company pursuant to any successor provisionemployee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock, it will give written notice to all Holders of Stock at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Stock, as such Holders may request. Each Holder agrees to cause, and to cause any underwriters of any sale or other disposition such Stock desiring to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of have Stock registered under this Section 2.1 shall advise the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder Company in writing within ten (10) business 10 days after the date of receipt of such notice from the Registration NoticeCompany, irrevocably setting forth the amount of such Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Stock for which registration is so requested, subject to agree the next sentence, and shall use its best efforts to purchase all effect registration under the Securities Act of such shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Stock requested to be included in the registration concurrently with the securities being registered by the Company or any part other holder of Common Stock of the Registrable Securities for cash at Company desiring to be included in the registration (a price ("DEMANDING HOLDER") would materially and adversely affect the "OPTION PRICE" equal distribution of such securities by the Company or such other holder, then the number of shares of Common Stock of the Company determined by such underwriting to be the product maximum number of shares of Common Stock capable of being included in such registration shall be allocated as follows: (i) if the number offering was initiated by the Company as a primary offering, first to the Company and second to the Holders of Registrable Securities so purchased the Stock and to any Demanding Holder in proportion to the respective numbers of shares sought to be included by them therein; and (ii) if the per share average offering was initiated by a Demanding Holder as a secondary offering, first to such Demanding Holder and to the Holders of the closing sale prices Stock in proportion to the numbers of shares sought to be included by them in such registration and second to the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date Company. Except as otherwise provided in Section 2.3, all expenses of the Registration Notice. Any such purchase of Registrable Securities registration shall be borne by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsCompany.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Advanced Lighting Technologies Inc), Stock Purchase Agreement (Advanced Lighting Technologies Inc)

Registration Rights. (a) Following The Company shall submit or file with the termination Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Merger Agreement Subscribed Shares (the “Registration Statement”) no later than thirty (30) calendar days after the Closing (such deadline the “Filing Deadline”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (B) the Filing Deadline, and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such deadline the “Effectiveness Deadline”), provided, that if the Filing Deadline or Effectiveness Deadline falls on Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline, as the case may be, shall be extended to the next business day on which the Commission is open for business, however, that the Company’s obligations to include Subscriber’s Subscribed Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Subscribed Shares (which shall be limited to non-underwritten public offerings) as shall be reasonably requested by the Company to effect the registration of the Subscribed Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. Any failure by the Company to file the Registration Statement by the Filing Deadline or to cause the effectiveness of such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or cause the effectiveness of the Registration Statement as set forth above in this Section 5. At the Subscriber’s request, the Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to Subscriber for review (but not comment) at least two (2) business days in advance of filing the Registration Statement, provided, that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. With respect to the information to be provided by the Subscriber pursuant to the foregoing, the Company shall request such information at least three (3) Business Days prior to the anticipated initial filing date of the Registration Statement. In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw from the Registration Statement, it being understood that such withdrawal shall not relieve the Company of its obligation to register for resale the Subscribed Shares at a later date. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company will use its commercially reasonable efforts to, at its expense, cause such Registration Statement to remain effective with respect to Subscriber, keep any qualification, exemption or compliance under state securities laws which the Company determines to obtain continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of (i) two years from the issuance of the Subscribed Shares, (ii) the date on which all of the Subscribed Shares shall have been sold, or (iii) the first date on which the undersigned can sell all of its Subscribed Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale, the amount of such time as all Option Shares issued to Parent securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144; provided, that the Company shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material non-public information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration Statement on more than two (2) occasions or for more than sixty (60) consecutive calendar days, or more than one hundred twenty (120) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) (A) of the occurrence of any Suspension Event during the period that the Registration Statement is effective or (B) that, as a result of a Suspension Event, the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144(k144) until Subscriber receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any confidential information included in such written notice delivered by the Company, provided that Subscriber may disclose such confidential information to its professional advisors who are subject to confidentiality obligations to the extent necessary to obtain their services in connection with monitoring its investment in the Company or unless otherwise required by law or subpoena. If so directed by the Company, Subscriber will deliver to the Company or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Subscribed Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up. Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Subscribed Shares. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of 1933 (the "REGISTRATION PERIOD")Subscribed Shares by Subscriber, Parent (sometimes referred to herein as any other Class A Shares by any Other Subscribers or Class A Shares by any other selling stockholder named in the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Registration Statement, the Company will promptly notify Subscriber of such event, and such Registration Statement shall register for resale such number of Class A Shares which is equal to the Company (maximum number of Subscribed Shares as is permitted by the "REGISTRANT") request Commission. In such event, the Registrant number of Class A Shares to be registered for Subscriber, such Other Subscriber or other selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement additional Subscribed Shares under Rule 415 under the Securities Act Act, the Company shall use commercially reasonable efforts to amend the Registration Statement or any successor provision. Holder agrees file with the Commission, as promptly as allowed by the Commission, one or more registration statements to causeregister the resale of those Registrable Securities (as defined below) that were not registered on the initial Registration Statement, as so amended and to cause any underwriters of any sale such amendment or other disposition Registration Statement to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsbecome effective as promptly as practicable.

Appears in 2 contracts

Samples: Subscription Agreement (MoonLake Immunotherapeutics), Subscription Agreement (Helix Acquisition Corp)

Registration Rights. (a) Following The Company agrees prior to the termination date of expiration of the Merger Agreement Restricted Period, it will file with the SEC (at its sole cost and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(kexpense) a registration statement registering the resale of the Securities Act of 1933 Common Shares and the Warrant Shares (the "REGISTRATION PERIOD"“Registration Statement”) on behalf of the Purchasers (or their Permitted Transferee(s)), Parent (sometimes referred and it shall use its commercially reasonable efforts to herein have the Registration Statement declared effective, respectively, as soon as practicable after the "HOLDER") may by written notice (a "REGISTRATION NOTICE") filing thereof. The Company agrees to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all cause such Registration Statement or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" another shelf registration statement under Rule 415 under that includes the Securities Act or any successor provision. Holder agrees Common Shares and Warrant Shares, to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of remain effective until the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number second anniversary of Registrable Securities so purchased and the Closing or (ii) the per share average date on which the Purchasers (or their Permitted Transferee(s)) cease to hold any Common Shares, Common Warrants and Warrant Shares. In no event shall the Purchasers (or their Permitted Transferee(s)) be identified as statutory underwriters in the Registration Statement, unless in response to a comment or request from the staff of the closing sale prices SEC or another regulatory agency; provided, that if the SEC requests that the Purchasers (or their Permitted Transferee(s)) be identified as statutory underwriters in the Registration Statement, the Purchasers (or their Permitted Transferee(s)) will have an opportunity to withdraw their Common Shares and Warrant Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrant's Common Stock shares proposed to be registered under the Registration Statement due to limitations on Nasdaq the use of Rule 415 of the Securities Act for the ten resale of the Common Shares and Warrant Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Common Shares and Warrant Shares which is equal to the maximum number of Common Shares and Warrant Shares as is permitted by the SEC. In such event, the number of Common Shares and Warrant Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. The Purchasers (10or their Permitted Transferee(s)) trading days immediately preceding acknowledge and agree that the date Company may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that would adversely affect the Company that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, provided, that, (I) the Company shall not so delay filing or so suspend the use of the Registration Notice. Any Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-twenty (120) calendar days in any three hundred sixty (360) day period and (II) the Company shall use commercially reasonable efforts to make such purchase of Registrable Securities Registration Statement available for the sale by the Registrant hereunder will take place at a closing Purchasers (or their Permitted Transferee(s)) of such securities as soon as practicable thereafter. The Company’s obligations to be held at include the principal executive offices Common Shares and Warrant Shares for resale in the Registration Statement are contingent upon the Purchasers (or their Permitted Transferee(s)) furnishing in writing to the Company such information regarding the Purchasers (or their Permitted Transferee(s)), the securities of the Registrant or its counsel at any reasonable date and time designated Company held by the Registrant in such notice within ten Purchasers (10or their Permitted Transferee(s)) business days after delivery and the intended method of disposition of such notice. The payment for Common Shares and Warrant Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by the shares Company to be purchased will be made by delivery at effect the time registration of such closing Common Shares and Warrant Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of the Option Price a selling stockholder in immediately available fundssimilar situations.

Appears in 2 contracts

Samples: Common Stock and Common Warrant Subscription Agreement (Aquila Tony), Common Stock and Common Warrant Subscription Agreement (Canoo Inc.)

Registration Rights. (a) Following If, at any time prior to December 31, 2002 the termination Company proposes to register any of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of its securities for its own account under the Securities Act of 1933 1933, as amended, (the "REGISTRATION PERIODSecurities Act") (other than securities to be issued pursuant to a stock option or other employee benefit or similar plan and other than in connection with a business combination transaction), Parent (sometimes referred to herein as the "HOLDER") may by Company shall, promptly give written notice (a the "REGISTRATION NOTICERegistration Notice") to BNY of the Company's intention to effect such registration. If, within 15 days after receipt of such notice, BNY submits a written request to the Company (specifying the "REGISTRANT") request the Registrant to register under the Securities Act all or any part number of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder Common Stock which it will receive upon exercise of the Option Warrant and which it proposes to sell or otherwise dispose of, (the "Subject Stock") the Company shall include the Subject Stock in accordance with such registration statement. Notwithstanding anything herein to the intended method of sale or other disposition stated by Holder, including contrary BNY shall not be entitled to require the Company to include the Subject Stock in a "shelf" registration statement under Rule 415 under more frequently than twice during the Securities Act term hereof. BNY when requesting inclusion of the Subject Stock in any such registration statement, may in its discretion delay exercise of the Warrant and notify the Company that it will exercise its Warrant as to the Subject Stock immediately upon the registration statement becoming effective or for delivery upon closing of a related offering. The Company will use its reasonable best efforts in good faith to effect promptly (but in no event later than one hundred and twenty (120) days after the receipt from BNY of the request to register the Subject Stock, provided, however, that such period shall be extended for up to sixty (60) additional days in the event of a material development that shall hinder the Company from effecting such registration) the registration of the Subject Stock. The Company shall keep each registration statement covering any successor provisionSubject Stock in effect for a period of not less than 90 days following the effectiveness of such registration statement (except for an underwritten offering which is closed sooner) and maintain compliance with each applicable federal and state law and regulation. Holder agrees to causeNotwithstanding the foregoing, and to cause any underwriters if the offering of any sale or other disposition to cause, any sale or other disposition the Company's securities pursuant to such registration statement is to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at or through underwriters, the time of Company shall not be required to include Subject Stock therein if and to the extent that the underwriter managing the offering advises the Company in writing that such closing of the Option Price in immediately available fundsinclusion would materially adversely affect such offering.

Appears in 2 contracts

Samples: Chaus Bernard Inc, Chaus Bernard Inc

Registration Rights. (a) The Shares issuable hereunder initially shall be exempt from registration under the Securities Act. Following the termination Date of Grant, and in any case within ninety (90) days thereof, Company shall promptly prepare, file and use its reasonable efforts to cause to become effective as soon as practicable thereafter, a registration statement on Form S-1 or such other form as may be appropriate to be filed with the SEC by Company under the Act (together with any amendments or supplements thereto, whether prior to or after the effective date thereof, the “Registration Statement”) covering the public resale in the United States of the Merger Agreement and until such time as all Option Shares to be issued to Parent may be sold pursuant to Rule 144(k) this Warrant, and Company shall use its reasonable efforts to keep the Registration Statement continuously effective during the Term. Any such registration shall be subject to the customary terms and conditions used in connection with resale prospectuses. Company’s obligations under this Section are contingent upon Holder providing promptly all information concerning such Holder and its proposed plan of distribution as Company may reasonably request in connection with any of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") foregoing. Company may by written notice (a "REGISTRATION NOTICE") to the Holder immediately suspend the use of any resale prospectus for a period not to exceed sixty consecutive days in any one instance and for a period not to exceed one hundred twenty calendar days in any twelve-month period (each, a “Suspension Period”) at any time that (i) Company (the "REGISTRANT") request the Registrant to register under the Securities Act all becomes engaged in a business activity or negotiation or any part other event has occurred or is anticipated which is not disclosed in that prospectus which Company reasonably believes should be disclosed therein under applicable law and which Company desires to keep confidential for business purposes or (ii) Company determines that a particular disclosure so determined to be required to be disclosed therein be premature or would adversely affect Company or its business or prospects. Company will use its commercially reasonable efforts to ensure that the use of the shares acquired by Registration Statement may be resumed as soon as practicable. Company shall bear all costs and expenses associated with the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares registration of the Registrable Securities that Shares as specified in this Section and the preparation and filing of the Registration Statement, including, without limitation, all printing expenses, legal fees and disbursement of Company’s outside counsel, commissions, NASDAQ and blue sky registration filing fees and transfer agents’ and registrars’ fees, but not including underwriting commissions or similar charges and legal fees and disbursements of counsel to Holder. The Company shall keep the Registration Statement effective until the earlier of (a) all Shares have been acquired by or are issuable to Holder upon exercise disposed of the Option in accordance with the intended method of such effective Registration Statement, (b) all Shares have been previously sold in accordance with Rule 144, or (c) all Shares are eligible for resale without volume or manner-of-sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, restrictions and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition without current public information pursuant to such registration statement to be effected on a widely distributed basis so Rule 144 (assuming that this Warrant is exercised via the “net issuance” right provided for in Section 10.2 hereof), as reasonably determined by the Company, upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% the advice of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered counsel to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsCompany.

Appears in 2 contracts

Samples: Interleukin Genetics Inc, Interleukin Genetics Inc

Registration Rights. (a) Following Parent shall file with the termination of SEC as soon as practicable after the Merger Agreement and until such time as all Option Shares issued to Parent may be sold Effective Time a Shelf Registration Statement on Form S-3 (or other applicable form) covering the continuous sale pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal Shelf Registration Statement"), in the manner specified therein (provided that such manner shall not include an underwritten public offering), of the shares of Parent Common Stock issued in the Merger (the "Registration Shares"). Parent shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the SEC no later than the Financial Result Date (as defined herein) and to remain effective until the earlier of such time as all shares of Parent Common Stock issued in the Merger are sold pursuant to the product Shelf Registration Statement or two years from the Effective Time (the "Effective Period"); provided that in the event that Parent determines in good faith that, because it has under consideration a significant (as defined under Regulation S-X of the SEC) acquisition or disposition or other material transaction that has not been publicly disclosed or that it is in the process of preparing for filing with the SEC a Report on Form 8-K or other form, the Shelf Registration Statement may contain a material misstatement or omission, the Parent may cause the Shelf Registration Statement to not be used for an aggregate period not to exceed forty-five (i45) days in any twelve-month period. Notwithstanding anything to the contrary, at any time that a Stockholder or Optionholder wishes to sell Registered Shares pursuant to the Shelf Registration Statement, it shall give written notice to Parent no less than one (1) Business Day prior to the intended transaction, and Parent shall use its best efforts to advise such Stockholder or Optionholder as promptly as practicable, but in no event in more than one (1) Business Day, whether the transaction may proceed, and such Stockholder or Optionholder shall not consummate any transaction or deliver a Prospectus in the event that Parent shall so notify such Stockholder or Optionholder, which notice shall include the number of Registrable Securities so purchased and (ii) Business Days that the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Shelf Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to Statement may not be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsused.

Appears in 2 contracts

Samples: Consent and Voting Agreement (Nabors Industries Inc), Consent and Voting Agreement (Nabors Industries Inc)

Registration Rights. (a) Following Section 4.1 The Company agrees that, no later than 90 calendar days prior to the termination one-year anniversary of the Merger Agreement Closing Date (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(kexpense) a registration statement (the “Registration Statement”) registering the resale of the Securities Act Notes, Conversion Shares, any other shares of 1933 Common Stock issued or issuable to the Undersigned as of the Filing Date and any other equity security issued or issuable to the Undersigned by way of share split, dividend, distribution, recapitalization, merger, exchange, or replacement (collectively, the “Registrable Securities”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective by no later than the one-year anniversary of the Closing Date (the "REGISTRATION PERIOD"“Effectiveness Date”); provided, Parent (sometimes referred further, that the Company’s obligations to herein include the Registrable Securities in the Registration Statement are contingent upon the Undersigned furnishing a completed and executed selling shareholder questionnaire in customary form to the Company that contains the information required by SEC rules for a Registration Statement regarding the Undersigned, the securities of the Company held by the Undersigned and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities, and the Undersigned shall execute such documents in connection with such registration as the "HOLDER") Company may by written notice (reasonably request that are customary of a "REGISTRATION NOTICE") selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement as permitted hereunder. For the avoidance of doubt, the Undersigned shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Securities. The Undersigned agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Registrable Securities to the Company (or its successor) upon reasonable request to assist the "REGISTRANT"Company in making the determination described above. The Company shall provide a draft of the Registration Statement to the Undersigned for review at least two (2) business days in advance of the Filing Date, and the Undersigned shall provide any comments on the Registration Statement to the Company no later than the day immediately preceding the Filing Date. In no event shall the Undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requires that the Undersigned be identified as a statutory underwriter in the Registration Statement, the Undersigned will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Registrant Company, in which case the Company’s obligation to register the Registrable Securities will be deemed satisfied or (ii) be included as such in the Registration Statement. The Registration Statement shall be on Form S-3 (or Form S-1, if Form S-3 is not available; provided, the Company may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after the Company becomes eligible to use such Form S-3). Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act all or any part of for the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares resale of the Registrable Securities by the applicable stockholders or otherwise (and notwithstanding that have been acquired by or are issuable the Company used diligent efforts to Holder upon exercise advocate with the staff of the Option SEC for the registration of all or a greater portion of the Registrable Securities), such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted to be registered by the SEC. In such event, the number of Registrable Securities to be registered for each selling stockholder named in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act Act, the Company shall amend the Registration Statement or file a new Registration Statement (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or Registration Statement to become effective as promptly as practicable after the filing thereof, but in any successor provision. Holder agrees event no later than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to causesixty (60) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registrationcomments thereto are provided from, the Registrant will SEC; provided, further the Company shall have the option exercisable by written notice delivered to the Holder such Registration Statement declared effective within ten five (105) business days after the receipt date the Company is notified in writing by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review. For purposes of clarification, any failure by the Company to file the Registration Notice, irrevocably Statement by the Filing Date or to agree effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to purchase all file or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of effect the Registration NoticeStatement as set forth above in this Section 4.1. Any such purchase of Registrable Securities Upon notification by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at SEC that any reasonable date and time designated Registration Statement has been declared effective by the Registrant in such notice SEC, within ten two (102) business days after delivery of such notice. The payment for thereafter, the shares to be purchased will be made by delivery at Company shall file the time of such closing final prospectus under Rule 424 of the Option Price in immediately available fundsSecurities Act.

Appears in 2 contracts

Samples: Purchase Agreement (Voce Capital Management LLC), Purchase Agreement (Cutera Inc)

Registration Rights. a. XXXX agrees that, as soon as practicable (abut in any case no later than thirty (30) Following calendar days after the termination consummation of the Merger Agreement Transaction (the “Filing Date”)), it shall file with the SEC (at its sole cost and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(kexpense) a registration statement registering the resale of the Registrable Securities Act of 1933 (as defined below) (the "REGISTRATION PERIOD"“Registration Statement”), Parent and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (sometimes referred i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies SVAC that it will “review” the Registration Statement) and (ii) seven (7) business days after SVAC is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to herein as further review (such earlier date, the "HOLDER") may by written notice (“Effectiveness Date”); provided, that if the Effectiveness Date falls on a "REGISTRATION NOTICE") Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Date shall be extended to the Company (next business day on which the "REGISTRANT") request SEC is open for business. Notwithstanding the Registrant foregoing, if the SEC prevents SVAC from including any or all of the Registrable Securities proposed to register be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act all or any part for the resale of the shares acquired Registrable Securities by the Holder pursuant applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal to this Agreement (such shares requested the maximum number of Registrable Securities as is permitted to be registeredregistered by the SEC. In such event, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition number of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of be registered for each Investor named in the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement Registration Statement shall be reduced pro rata among all such Investors and as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the Securities Act or any successor provision. Holder agrees to causeAct, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of SVAC shall amend the Registration Notice, irrevocably Statement or file a new Registration Statement to agree to purchase all or any part of the register such additional Registrable Securities for cash at a price (the "OPTION PRICE" equal and cause such amendment or Registration Statement to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Noticebecome effective as promptly as practicable. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 2 contracts

Samples: Subscription Agreement (Spring Valley Acquisition Corp.), Subscription Agreement (Spring Valley Acquisition Corp.)

Registration Rights. (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Subject to the terms and limitations hereof, the Company (the "REGISTRANT") request the Registrant to register shall file a registration statement on Form SB-2 or other appropriate registration document under the Securities Act all or (the "Registration Statement") for resale of the Common Stock and Warrant Shares underlying the Warrants (the "Registrable Securities") and shall use its reasonable best efforts to maintain the Registration Statement effective so long as any part of the Warrants are outstanding (the "Effectiveness Period"). The Company shall file such Registration Statement no later than sixty (60) days after the completion of the Offering (the "Closing Date"); provided, however, the Company will not be obligated to register more than 33% of its issued and outstanding shares of Common Stock on such registration statement. If the number of shares of Common Stock and the Warrant Shares exceeds such 33% limitation, the Company will cut back the number of shares being registered in order for it to adhere to such 33% limitation, and such cut back will be applied to the holders of the Units on a pro rata basis. The Company shall also use its best efforts to ensure that such Registration Statement is declared effective within one hundred and eighty (180) calendar days from the Closing Date. If the event the Registration Statement is not declared effective within one hundred and eighty (180) calendar days from the Closing Date (the "Effective Date"), the Subscriber will be entitled to receive from the Company, without additional consideration, additional shares of Common Stock equal to two percent (2%) of the shares acquired by of Common Stock sold in the Holder pursuant to this Agreement Offering for each 30-day period (or portion thereof) after which the Effective Date has passed and the Registration Statement remains without effectiveness. No "penalty shares" shall accrue or be issuable if at such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of time the Registrable Securities that have been acquired by or are issuable may be resold pursuant to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 144 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsAct.

Appears in 2 contracts

Samples: Subscription Agreement (Aethlon Medical Inc), Subscription Agreement (Aethlon Medical Inc)

Registration Rights. (a) Following If, at any time during the termination Exercise Period and the three (3) years following any exercise hereunder, the Company proposes to file a registration statement with respect to any class of securities (other than pursuant to a registration statement on Forms S-4 or S-8 or any successor form) under the Securities Act, the Company shall notify the Registered Holder at least twenty (20) days prior to the filing of such registration statement and will offer to include in such registration statement all or any portion of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by Warrant Shares. In a written notice (a "REGISTRATION NOTICE") to be delivered to the Company within twenty (20) days after receipt of any such notice from the "REGISTRANT") request Company, the Registrant Registered Holder shall state the number of Warrant Shares that it wishes to register for resale and distribution publicly under the Securities Act proposed registration statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or any part of the shares acquired by the Holder pursuant advisable, to this Agreement file at least one (1) such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under by November 30, 1997. The Company will also use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to include within the Securities Act or any successor provision. coverage of each such registration statement (except as hereinafter provided) the Warrant Shares that Registered Holder agrees has advised the Company that Registered Holder wishes to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition register pursuant to such registration statement for resale and distribution, to be effected on a widely distributed basis prosecute each such registration statement diligently to effectiveness, to cause such registration statement to become effective as promptly as practicable, and to register or qualify the securities so being registered under such state and provincial securities or "blue sky" laws as the Registered Holder may reasonably request. In that upon consummation thereof regard, the 40 Company makes no purchaser representations or transferee will own beneficially more than 5.0% warranties as to its ability to have any registration statement declared effective. All registrations requested pursuant to this Section 9(a) are referred to herein as "Piggyback Registrations." In the event the Company is advised by the staff of the thenSecurities and Exchange Commission, Nasdaq Stock Market or any self-outstanding voting power regulatory or state securities agency that the inclusion of Registrant. Upon the Warrant Shares will prevent, preclude or materially delay the effectiveness of a request for registrationregistration statement filed, the Registrant will have Company, in good faith, may amend such registration statement to exclude the option exercisable by written notice delivered Warrant Shares without otherwise affecting the Registered Holder's rights to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsother registration statement herein.

Appears in 1 contract

Samples: Loan Agreement (Cotton Valley Resources Corp)

Registration Rights. The Company will prepare and file with the Securities and Exchange Commission (the "SEC"), as soon as practicable but in any event by the earlier of (a) Following ten (10) days after the termination of date the Merger Agreement and until such time as all Option Shares issued Company closes its Regulation D private placement offering through Seawoulfe Partners, Ltd., or (b) December 31, 1996, a registration statement for an offering to Parent may be sold made on a delayed or continuous basis pursuant to Rule 144(k) 415 of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDERAct") may registering the resale from time to time by written notice (a "REGISTRATION NOTICE"the holder(s) to of the Company Common Stock (the "REGISTRANTRegistration Statement"). The Registration Statement will be on Form S-1 or another appropriate form permitting registration of the Common Stock for resale by the holder(s) request in the Registrant manner or manners designated by them. The Company will cause the Registration Statement to register become effective under the Securities Act all within ninety (90) days of the date of filing and will keep the Registration Statement continuously effective under the Act until the earlier of (a) the sale of the Common Stock pursuant to the Registration Statement or Rule 144 under the Act, or (b) the expiration of the holding period applicable to sales of the Common Stock under Rule 144(k) under the Act, or any part successor provision. The Company will prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement continually effective for the applicable period specified above, it will cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Act, and it will comply with the provisions of the shares acquired Act with respect to the disposition of all securities covered by the Holder pursuant to this Agreement (such shares requested to be registered, Registration Statement during the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option applicable period in accordance with the intended method methods of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrantsellers thereof set forth in the Registration Statement as amended or the prospectus as so supplemented. Upon a request for registration, the Registrant The Company will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt pay all expenses of the Registration NoticeStatement, irrevocably to agree to purchase all or any part it will provide each registered holder copies of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased prospectus, and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of it will notify each registered holder when the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsStatement has become effective.

Appears in 1 contract

Samples: Settlement Agreement (Demegen Inc)

Registration Rights. a. The Issuer agrees that, within 15 Business Days after the Closing Date (athe “Filing Date”), the Issuer will file with the Commission (at the Issuer’s sole cost and expense) Following a registration statement registering the termination resale of the Merger Agreement and until such time as all Option Acquired Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"“Registration Statement”), Parent (sometimes referred and the Issuer shall use its commercially reasonable efforts to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days Registration Statement declared effective as soon as practicable after the receipt of filing thereof, but no later than the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earlier of (i) the number 60th calendar day following the Filing Date (or, if the Commission notifies the Issuer that it will “review” the Registration Statement, the earlier of Registrable Securities so purchased (x) the 90th calendar day following the Filing Date or (y) the first anniversary of the date of this Agreement) and (ii) the per share average 10th Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations, provided, further, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the closing sale prices Issuer held by Subscriber, the intended method of disposition of the Registrant's Common Stock Acquired Shares (which shall be limited to non-underwritten public offerings) and such other information as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement (i) as permitted hereunder and (ii) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of the Issuer’s Annual Report on Nasdaq Form 10-K for its first completed fiscal year. With respect to the ten (10) trading days immediately preceding information to be provided by Subscriber pursuant to this Section 6(a), the Issuer shall request such information from Subscriber at least five Business Days prior to the anticipated filing date of the Registration NoticeStatement, and the Issuer shall provide a draft of the Registration Statement to the Subscriber for review at least three Business Days in advance of filing the Registration Statement. Any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such purchase Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section 6. If the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw from the Registration Statement. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Acquired Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the SEC. In such event, the number of Acquired Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. The Issuer will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until all such securities cease to be Registrable Securities (as defined below) or such shorter period upon which each undersigned party with Registrable Securities included in such Registration Statement have notified the Issuer that such Registrable Securities have actually been sold. The Issuer will provide all customary and commercially reasonable cooperation necessary to enable the undersigned to resell Registrable Securities pursuant to the Registration Statement or Rule 144, as applicable, qualify the Registrable Securities for listing on the primary stock exchange on which its Shares are then listed, update or amend the Registration Statement as necessary to include Registrable Securities and provide customary notice to holders of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such noticeSecurities. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available funds.

Appears in 1 contract

Samples: Subscription Agreement (FTAC Olympus Acquisition Corp.)

Registration Rights. (a) Following Within sixty (60) days after the termination first date on which Parent issues any shares of the Parent Common Stock as payment for any Milestone Merger Agreement and until such time as all Option Shares issued to Consideration, Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 shall file (the "REGISTRATION PERIOD")date of such filing, Parent (sometimes referred to herein as the "HOLDER"“Filing Date”) may by written notice (with the SEC a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register registration statement on any appropriate form under the Securities Act all (including any amendment, supplement or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registerednew registration statement contemplated herein, the "REGISTRABLE SECURITIES"“Registration Statement”) in order with respect to permit the offering and sale or other disposition of any or all the number of shares of Parent Common Stock that may be issued upon the Registrable Securities that have been acquired by or are issuable to Holder upon exercise achievement of the Option in accordance with applicable Milestone and a good faith estimate of the intended method number of sale or other disposition stated by Holder, including a "shelf" shares of Parent Common Stock that may be issued upon the achievement of each Milestone remaining to be attained thereafter. Parent agrees to use commercially reasonable efforts to cause the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable (it being acknowledged and agreed among the parties that satisfaction of Parent’s obligations pursuant to this sentence shall not require Parent to accelerate its planned timing for filing of any Form 10-K or proxy for its annual shareholders’ meeting or require Parent to include in any 10-K information that it would otherwise incorporate by reference in such 10-K from the proxy for its annual shareholders’ meeting). If the actual number of shares issued in respect of the Milestone Merger Consideration exceeds the number of shares registered under Rule 415 the Registration Statement, Parent shall use its commercially reasonable efforts to file, within sixty (60) days after Parent has notice that the shares to be issued in respect of the Milestone Merger Consideration exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on any appropriate form under the Securities Act or covering the resale to the public by the Company Shareholders and Terminating Warrantholders of all such excess shares. The Company Shareholders and Terminating Warrantholders agree to cooperate with and provide assistance to Parent, as Parent may reasonably request, in connection with any successor provision. Holder agrees to cause, registration and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power shares of RegistrantParent Common Stock. Upon a request for Parent shall pay the expenses incurred by it in complying with its obligations under this Section 11, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or Persons retained by Parent in connection with the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsfiling.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Volcano CORP)

Registration Rights. 4.1 The Company and Subscriber agree that, within twenty (a) Following the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to the Holder within ten (1020) business days after the receipt consummation of the Transaction, the Company will file with the U.S. Securities and Exchange Commission (the “SEC”) (at its sole cost and expense) a registration statement registering the resale of the Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective within sixty (60) business days following the Closing Date; provided, however, that the Company’s obligations to include the Shares and those other Shares of the Company held by Subscriber in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. The Company will provide a draft of the Registration Notice, irrevocably Statement to agree to purchase all or any part the Subscriber for review at least two (2) business days in advance of the Registrable Securities for cash at a price (date of filing the "OPTION PRICE" equal Registration Statement with the SEC. The Company shall use its commercially reasonable efforts to maintain the product continuous effectiveness of the Registration Statement until the earliest of (i) the number date on which the Shares may be resold without volume or manner of Registrable sale limitations pursuant to Rule 144 promulgated under the Securities so purchased and Act (“Rule 144”), (ii) the per share average date on which such Shares have actually been sold and (iii) the date which is two (2) years after the Closing. Unless otherwise agreed to in writing by the Subscriber, the Subscriber shall not be identified as a statutory underwriter in the Registration Statement unless requested by the SEC or another regulatory agency; provided, that if the SEC or another regulatory agency requests that a Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the closing sale prices shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Registrant's Common Stock on Nasdaq Securities Act for the ten (10) trading days immediately preceding the date resale of the Registration Notice. Any such purchase of Registrable Securities Shares by the Registrant hereunder will take place at a closing applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be held at registered for each selling stockholder named in the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in Registration Statement shall be reduced pro rata among all such notice within ten (10) business days after delivery of such noticeselling stockholders. The payment for Company may amend the shares Registration Statement so as to be purchased will be made convert the Registration Statement to a Registration Statement on Form S-3 or Form F-3, as applicable, at such time after the Company becomes eligible to use such Form S-3 or Form F-3, as applicable. If requested by delivery at a Holder (as defined below), the time of such closing of the Option Price in immediately available funds.Company shall use commercially reasonable efforts (including commercially reasonable

Appears in 1 contract

Samples: Subscription Agreement (Marquee Raine Acquisition Corp.)

Registration Rights. 5.1 The Company and Subscriber agree that, within twenty (a20) Following business days after the termination consummation of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) Transaction, the Company will file with the SEC a registration statement registering the resale of the Securities Act of 1933 Shares, the Warrants and the Warrant Shares (the "REGISTRATION PERIOD"“Registration Statement”), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to and the Company (the "REGISTRANT") request the Registrant shall use its commercially reasonable efforts to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of the then-outstanding voting power of Registrant. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered to Registration Statement declared effective as soon as practicable after the Holder within filing thereof, but no later than the earlier of (i) ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days after the filing thereof if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) ten (10) business days after the receipt Company is notified by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, however, that the Company’s obligations to include the Shares, Warrants and Warrant Shares and those other Shares of the Company held by Subscriber in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Shares, Warrants and Warrant Shares as shall be reasonably requested by the Company to effect the registration of the Shares, Warrants and Warrant Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations (other than a lock-up or other similar agreement restricting the ability of Subscriber to transfer the Shares, Warrants or Warrant Shares). Subject to its rights hereunder to suspend the use of the prospectus forming a part of the Registration NoticeStatement, irrevocably the Company shall use its commercially reasonable efforts to agree to purchase all or any part maintain the continuous effectiveness of the Registrable Securities for cash at a price (Registration Statement until the "OPTION PRICE" equal to the product earliest of (i) the number date on which the Shares, Warrants and Warrant Shares may be resold without volume or manner of Registrable Securities so purchased and sale limitations pursuant to Rule 144, (ii) the per share average date on which such Shares, Warrants and Warrant Shares have actually been sold and (iii) the date which is three years after the Closing (the “Registration Period”). Further notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the closing sale prices Shares, Warrants or Warrant Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Registrant's Common Stock on Nasdaq Securities Act for the ten (10) trading days immediately preceding resale of the date Shares, Warrants or Warrant Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Shares, Warrants and Warrant Shares which is equal to the maximum number of Shares, Warrants and Warrant Shares as is permitted by the SEC. In such event, the number of Shares, Warrants and Warrant Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. The Company will provide a draft of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place Statement to Subscriber for review at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten least five (105) business days after delivery in advance of such noticefiling the Registration Statement. The payment for In no event shall the shares Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided that if the SEC requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to be purchased will be made by delivery at withdraw from the time of such closing of the Option Price in immediately available fundsRegistration Statement.

Appears in 1 contract

Samples: Subscription Agreement (Aldel Financial Inc.)

Registration Rights. (a) Following The Company agrees that it will, within thirty (30) calendar days after the termination of the Merger Agreement and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 Transaction Closing (the "REGISTRATION PERIOD"“Filing Deadline”), Parent file with the Commission (sometimes referred to herein as at the "HOLDER"Company’s sole cost and expense) may by written notice (a "REGISTRATION NOTICE") to the Company registration statement (the "REGISTRANT"“Registration Statement”) request the Registrant to register registering under the Securities Act the resale of all the Shares, and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or any part 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Deadline and (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the shares acquired Company held by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with Subscriber and the intended method of sale or other disposition stated of the Shares as shall be reasonably requested by Holderthe Company to effect the registration of the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided, further, that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. The Company will provide a "shelf" registration statement draft of the Registration Statement to the Subscriber for review at least five (5) business days in advance of filing the Registration Statement. In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw its Shares from the Registration Statement. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares of Class A Common Stock proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the shares of Class A Common Stock held by Subscriber or any successor provisionother Subscriber or otherwise, such Registration Statement shall register for resale such number of shares of Class A Common Stock which is equal to the maximum number of shares of Class A Common Stock as is permitted by the Commission. Holder agrees to causeIn such event, and to cause any underwriters the number of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement shares of Class A Common Stock to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% of registered for each selling shareholder named in the then-outstanding voting power of RegistrantRegistration Statement shall be reduced pro rata among all such selling shareholders. Upon a request Except for registration, such times as the Registrant will have Company is permitted hereunder to suspend the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt use of the Registration NoticeStatement or the prospectus forming a part thereof, irrevocably to agree to purchase all or any part of until the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product earliest of (i) the number date on which the Shares held by Subscriber may be sold without restriction under Rule 144 promulgated under the Securities Act (“Rule 144”), including without limitation, any volume and manner of Registrable Securities so purchased sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) or Rule 144(i)(2), as applicable, (ii) the per share average of the closing sale prices of the Registrant's Common Stock date on Nasdaq for the ten which Subscriber ceases to hold such Shares and (10iii) trading days immediately preceding the date which is two years after the Effectiveness Date, the Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Notice. Any such purchase of Registrable Securities Statement, file all reports as required by the Registrant hereunder will take place at a closing Exchange Act, provide all customary and reasonable cooperation necessary to be held at enable Subscriber to resell the principal executive offices Shares pursuant to the Registration Statement or Rule 144, as applicable, qualify the Shares for listing on the applicable stock exchange on which the Company’s Class A common stock is then listed, update or amend the Registration Statement as necessary to include the Shares and provide customary notice to holders of the Registrant or its counsel at Shares. For purposes of clarification, any reasonable date and time designated failure by the Registrant Company to file the Registration Statement by the Filing Deadline or to have such Registration Statement declared effective by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsthis Section 7.

Appears in 1 contract

Samples: Subscription Agreement (Climate Change Crisis Real Impact I Acquisition Corp)

Registration Rights. (a) Following Commencing on the termination date hereof and through such date as the holder of the Merger Agreement and until such time as all Option Warrant or Warrant Shares issued to Parent may be sold can transfer the Warrant Shares pursuant to Rule 144(k144 or Rule 144A (or any successor provisions) under the Act or such public transfer would otherwise be exempt from the registration requirements of the Securities Act Act, the Company shall advise the Holder of 1933 (the "REGISTRATION PERIOD")Warrant or of the Warrant Shares, Parent (sometimes referred to herein as the "HOLDER") may by written notice at least 45 days prior to the filing of any registration statement or post-effective amendment thereto (a "REGISTRATION NOTICERegistration Statement") to under the Act, covering a public offering of securities of the Company (other than a registration relating solely to the "REGISTRANT"sale of securities to participants in a stock plan of the Company, or a registration on any other form which does not permit secondary sales) request and shall, except as otherwise provided herein, register in any such Registration Statement the Registrant number of Warrant Shares that the Holder shall notify the Company within twenty (20) days after mailing of such notice by the Company that it desires to register under the Securities Act all or and shall include in any part such Registration Statement such information as may be required to permit a public offering of the shares acquired by such Warrant Shares, provided, however, that the Holder pursuant notify the Company that it desires to this Agreement (such shares requested to be registered, register all of his Warrant Shares. The Company shall supply prospectuses and other documents as the "REGISTRABLE SECURITIES") Holder may reasonably request in order to permit facilitate the public sale or other disposition of the Warrant Shares. The Company shall bear the entire cost and expense of a registration of securities initiated by it under this subsection (a). The Holder shall, however, bear any transfer taxes and underwriting discounts or commissions applicable to the Warrant Shares sold by it and any legal fees incurred by it. The Company may include other securities in any such Registration Statement. The Company shall do any and all shares of other acts and things which may be necessary or desirable to enable the Registrable Securities that have been acquired by or are issuable Holder to Holder upon exercise of consummate the Option in accordance with the intended method of public sale or other disposition stated by Holderof the Warrant Shares, including and furnish indemnification in the manner as set forth in subsection (c) of this Section 10, but shall not be required to qualify as a "shelf" registration statement under Rule 415 foreign corporation to qualify the Warrant Shares for sale under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters securities laws of any sale or other disposition state. The Holder shall furnish information and indemnification as set forth in subsection (c)(1) of this Section 10. All decisions as to cause, whether and when to proceed with any sale or other disposition pursuant to such registration statement to Registration Statement shall be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% made solely by the Company. In connection with any offering involving an underwriting of shares of the then-outstanding voting power of Registrant. Upon a request for registrationCompany's securities, the Registrant will have the option exercisable by written notice delivered Company shall not be required to the Holder within ten (10) business days after the receipt include any of the Registration Notice, irrevocably to agree to purchase all or any part Warrant Shares in such underwriting unless the Holders accept the terms of the Registrable Securities for cash at a price underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsunderwriters).

Appears in 1 contract

Samples: American International Petroleum Corp /Nv/

Registration Rights. (a) Following the termination of the Merger Agreement VERT shall prepare and until such time as all Option Shares issued use its best efforts, on or prior to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 February 24, 2000 (the "REGISTRATION PERIOD"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICERequired Filing Date") to file with the Company Commission a registration statement with respect to the resale of the Shares by the Seller or its permitted assignees (the "REGISTRANTRequired Registration Statement") request the Registrant to register under the Securities Act all or any part of the shares acquired by the Holder pursuant to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to thereafter shall cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on declared effective under the Securities Act as promptly as practicable but in no event later than May 31, 2000 (the "Required Effective Date"). VERT shall file a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% notification form for the listing of additional shares to cover the listing of the then-outstanding voting power Shares on the Nasdaq National Market, or such other market or exchange, if any, on which the Common Stock shall trade. VERT shall use its best efforts to cause the Required Registration Statement to remain effective for a period of Registrantone year. Upon If for any reason VERT shall fail to file the Required Registration Statement by the Required Filing Date, then the Notes shall commence to bear interest at the rate of 13% per annum, calculated on the basis of a request 360 day year and payable in cash on the last day of each month, commencing on the day after the Required Filing Date and continuing until such Required Registration Statement is filed. In addition, if for registrationany reason VERT shall not cause the Required Registration Statement to be declared effective by the Required Effective Date, the Registrant will have Notes shall commence to bear interest at such rate (as so calculated and paid) through the option exercisable by written notice delivered date of such effectiveness. Notwithstanding the foregoing, if the Seller does not deliver the 8-K financial statements to the Holder VERT within ten (10) business 30 days after the receipt of Closing Date as required by Section 6.10 hereof, then the Required Filing Date and the Required Effective Date shall be extended by one day for each day past such deadline until the 8-K Financial Statements are delivered to VERT. VERT acknowledges that Seller is relying on VERT's commitment to cause the Required Registration NoticeStatement to become effective not later than the Required Filing Date, irrevocably and agrees that if for any reason the Required Registration Statement is not declared effective by such date (as it may be extended as herein provided), even if VERT is using its best efforts to agree to purchase all or any part of the Registrable Securities for cash at a price (the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any cause such purchase of Registrable Securities by the Registrant hereunder will take place at a closing effectiveness to be held at the principal executive offices of the Registrant or its counsel at declared, then Seller shall be entitled to recover damages for any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsconsequential loss incurred.

Appears in 1 contract

Samples: Asset Purchase Agreement (Verticalnet Inc)

Registration Rights. The Company agrees that the Holders from time to time of Registrable Securities (aas defined below) Following are entitled to the termination benefits of the Merger Agreement and until such time a Registration Rights Agreement, dated as all Option Shares issued to Parent may be sold pursuant to Rule 144(k) of the Securities Act of 1933 July 3, 2000 (the "REGISTRATION PERIODRegistration Rights Agreement"), Parent (sometimes referred to herein as executed by the "HOLDER") may by written notice (a "REGISTRATION NOTICE") Company. Pursuant to the Registration Rights Agreement, the Company (has agreed for the "REGISTRANT") request the Registrant to register under the Securities Act all or any part benefit of the shares acquired by the Holder pursuant holders from time to this Agreement (such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or all shares time of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise it will, at its expense, (i) within 90 calendar days after the Issue Date (as defined below) of the Option in accordance Securities, file a shelf registration statement (the "Shelf Registration Statement") with the intended method Commission with respect to resales of sale or other disposition stated the Registrable Securities, (ii) use all reasonable efforts to cause such Shelf Registration Statement to be declared effective by Holderthe Commission within 180 calendar days after the Issue Date of the Securities, including provided, however that the Company may, upon written notice to all the Holders, postpone having the Shelf Registration Statement declared effective if the Company possesses material non-public information, the disclosure of which would have a "shelf" registration statement under Rule 415 material adverse effect on the Company and its subsidiaries taken as a whole and (iii) use all reasonable efforts to maintain such Shelf Registration Statement effective under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a widely distributed basis so that upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% until the second annual anniversary of the then-outstanding voting power of Registrantdate it is declared effective or such earlier date as is provided in the Registration Rights Agreement (the "Effectiveness Period"). Upon a request for registration, The Company will be permitted to suspend the Registrant will have the option exercisable by written notice delivered to the Holder within ten (10) business days after the receipt use of the Registration Notice, irrevocably to agree to purchase all or any prospectus which is a part of the Registrable Securities for cash at a price (Shelf Registration Statement during certain periods of time as provided in the "OPTION PRICE" equal to the product of Registration Rights Agreement. If (i) on or prior to 90 calendar days following the number Issue Date of the Securities, a Shelf Registration Statement has not been filed with the Commission, or (ii) on or prior to the 180th calendar day following the Issue Date of the Securities, such Shelf Registration Statement is not declared effective (each, a "Registration Default"), additional interest ("Liquidated Damages") will accrue on the Restricted Securities from and including the day following such Registration Default to but excluding the day on which such Registration Default has been cured. Liquidated Damages will be paid semi- annually in arrears, with the first semi-annual payment due on the first Interest Payment Date, as applicable, in respect of the Restricted Securities following the date on which such Liquidated Damages begin to accrue, and will accrue at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of the Restricted Securities to and including the 90th calendar day following such Registration Default and at a rate per annum equal to one-half of one percent (0.50%) thereof from and after the 91st calendar day following such Registration Default. Pursuant to the Registration Rights Agreement, in the event that the Shelf Registration Statement ceases to be effective (or the Holders of Registrable Securities so purchased and are otherwise prevented or restricted by the Company from effecting sales pursuant thereto) (iian "Effective Failure") during the Effectiveness Period for more than 45 days, whether or not consecutive, during any 90-day period or for more than 90 days, whether or not consecutive, during any 12-month period, then the interest rate borne by the Restricted Securities shall increase by an additional one-half of one percent (0.50%) per annum from the 46/th/ day of the applicable 90-day period or the 91st calendar day of the applicable 12-month period until the earlier of (A) or the Effective Failure is cured or (B) the per share average Effectiveness period expires. Whenever in this Indenture there is mentioned, in any context, the payment of the closing sale prices principal of, premium, if any, or interest on, or in respect of, any Security, such mention shall be deemed to include mention of the Registrant's Common Stock on Nasdaq payment of Liquidated Damages provided for in this Section to the ten (10) trading days immediately preceding extent that, in such context, Liquidated Damages are, were or would be payable in respect thereof pursuant to the date provisions of this Section and express mention of the Registration Notice. Any payment of Liquidated Damages (if applicable) in any provisions hereof shall not be construed as excluding Liquidated Damages in those provisions hereof where such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsexpress mention is not made.

Appears in 1 contract

Samples: Mercury Interactive Corporation

Registration Rights. (a) Following As soon as possible after the termination Final Closing Date (as defined in the Memorandum), but in no event later than ninety (90) days after the Final Closing Date (regardless of whether the maximum number of Securities shall have been sold), Issuer shall, at its sole cost and expense, file a registration statement on the appropriate form under the 1933 Act with the Securities and Exchange Commission ("SEC") covering all of the Merger Agreement Conversion Shares and until such time as all Option Shares issued to Parent may be sold pursuant to Rule 144(kset forth in this Section 9(a) of the Securities Act of 1933 (collectively, the "REGISTRATION PERIODRegistrable Securities"), Parent (sometimes referred to herein as the "HOLDER") may by written notice (a "REGISTRATION NOTICE") to the Company (the "REGISTRANT") request the Registrant to register under the Securities Act all or any part time being of the shares acquired by essence. Issuer will use its best efforts to have such registration statement declared effective as soon as possible thereafter, and shall keep such registration statement current and effective for at least three (3) years from the Holder pursuant to this Agreement (effective date thereof or until such shares requested to be registered, the "REGISTRABLE SECURITIES") in order to permit the sale or other disposition of any or earlier date as all shares of the Registrable Securities that have been acquired by or are issuable to Holder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Holder, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision. Holder agrees to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition registered pursuant to such registration statement to shall have been sold or otherwise transferred. If the Registration Statement is not filed within such ninety (90) days, the Conversion Price (as hereinafter defined) shall be effected on a widely distributed basis so that reduced (and concomitantly, the number of shares of Common Stock issuable upon consummation thereof no purchaser or transferee will own beneficially more than 5.0% Conversion of the then-outstanding voting power Securities shall increase) by the percentage resulting from multiplying three (3%) percent by the number of Registrantthirty (30) day periods, or any part thereof, beyond such ninety (90) day period until the registration statement covering the Registrable Securities is filed with the SEC. Upon a request for registration, the Registrant will have the option exercisable by written notice delivered Notwithstanding anything to the Holder contrary contained herein, and in addition to the adjustments set forth in the preceding sentence, if the Registration Statement shall not be declared effective within ten (10) business 180 days after the receipt Final Closing Date (regardless of whether the maximum number of Securities shall have been sold), then the Conversion Price shall be reduced (and concomitantly the number of shares of Common Stock issuable upon the conversion of the Registration NoticeSecurities shall increase) by the percentage resulting from multiplying three (3%) percent by the number of thirty (30) day periods, irrevocably to agree to purchase all or any part of thereof, beyond the 180-day period until the Registration Statement described herein covering the Registrable Securities for cash at a price is declared effective. Notwithstanding the foregoing, the Conversion Price shall not be reduced pursuant to this Section 9(a) by more than thirty-six (36%) percent in the "OPTION PRICE" equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the ten (10) trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder will take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within ten (10) business days after delivery of such notice. The payment for the shares to be purchased will be made by delivery at the time of such closing of the Option Price in immediately available fundsaggregate.

Appears in 1 contract

Samples: Williams Controls Inc

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