Registration Statement on Form S-3. The Purchaser will use its ---------------------------------- best efforts to meet the requirements for eligibility set forth in paragraph A. of the General Instructions to Form S-3, as promulgated by the U.S. Securities and Exchange Commission in fulfilling its obligations under Section 11 hereof.
Registration Statement on Form S-3. (a) As soon as reasonably practicable after the Closing, but in any event on or before December 31, 2000, the Purchaser shall file with the SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("Registration Statement") to register the resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (as defined in Paragraph (e) below). After the Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Re...
Registration Statement on Form S-3. As of the date hereof, the ---------------------------------- Purchaser is aware of no events, actions or conditions which would prevent the Purchaser from being able to comply with the provisions of Section 11.1(a) of this Agreement, and will use its best efforts to continue to be eligible to comply with the provisions of Section 11.1(a).
Registration Statement on Form S-3. RESOLVED, that the Company and the Authorized Officers, and each of them, be, and hereby are, for and on behalf of the Company, authorized, directed and empowered to prepare or cause to be prepared a Registration Statement on Form S-3 or such other form as the Company may be permitted to use (including the prospectus, all financial statements, all exhibits and other documents relating thereto) (the “Registration Statement”) in connection with the sale, from time to time, by Aspire of the Securities (the “Resale Offering”); RESOLVED FURTHER, that all actions of the Authorized Officers, and each of them, for and on behalf of the Company, in preparing and in directing Xxxxx Day, counsel to the Company, to prepare the Registration Statement (including the prospectus, all exhibits and other documents relating thereto) (other than the financial statements therein), and in preparing and in directing Ernst & Young LLP, independent public accountants for the Company, to consent to the inclusion of the financial statements in the Registration Statement, be, and hereby are, ratified, confirmed and approved; RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, directed and empowered (a) to file the Registration Statement, together with the financial statements and exhibits thereto, and to pay any fees required in connection therewith, with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the rules and regulations promulgated under the Securities Act of 1933 (the “Securities Act”); (b) to file any and all amendments and supplements thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, together with the financial statements and exhibits required in connection therewith, with the Commission in such form as such officers deem necessary, advisable or appropriate; (c) to comply with the provisions of the Securities Act and of the rules and regulations of the Commission thereunder; (d) to execute, deliver, obtain and/or file any and all such other agreements, certificates, consents, letters, instruments and other documents and to take any and all other actions, necessary, advisable or appropriate to effect such filing and to procure the effectiveness of the Registration Statement and any amendments with respect thereto; and (e) to take all such other action as may be necessary, ad...
Registration Statement on Form S-3. Parent shall use commercially reasonable best efforts to file with the SEC, as soon as reasonably practicable following the Closing Date, a registration statement on Form S-3 covering the resale of the shares of Parent Common Stock issued to the Company Stockholders pursuant to the Merger (other than those shares of Parent Common Stock to be registered pursuant to Section 5.18), provided that if Parent is required to file the VoD Business’s financial statements pursuant to Form 8-K, then Parent shall use its commercially reasonable best efforts to file such Form S-3 no later ten (10) Business Days following such filing on Form 8-K and shall use commercially reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after filing and to keep such Registration Statement effective until the earlier of (i) the date on which all securities included in such Registration Statement have been sold or (ii) the twelve (12) month anniversary of the Closing. Any such registration shall be subject to the terms and conditions set forth in the Declaration of Registration Rights attached hereto as Exhibit C.
Registration Statement on Form S-3. Subject to the terms of this Agreement, in the event that the Company receives a written request from the Investors that the Company file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all of the Registrable Securities (a “Request”), the Company shall promptly but no later than one hundred twenty (120) days after the date of such Request prepare and file with the SEC one Registration Statement covering the resale of all of the Registrable Securities. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(a)(iii) to the Investors prior to its filing or other submission.
Registration Statement on Form S-3. For use in the sale of up to 25 percent (25%) of the Shares (the "UNRESTRICTED SHARES"), within 30 days of the Issue Date, the Company will prepare and file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (or such other form that the Company may be eligible to use) relating to the sale of the Unrestricted Shares by Holder from time to time (the "REGISTRATION STATEMENT"), and use its reasonable best efforts, subject to receipt of necessary information from Holder, to cause such Registration Statement to be declared effective by the SEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the Company shall have determined that the Company may be required to disclose, update, correct or provide any material corporate development or information. Holder agrees that, upon receipt of any notice from the Company of a Suspension Period, Holder will not sell any Unrestricted Shares pursuant to the Registration Statement until (i) Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the use of the Registration Statement may be resumed as soon as reasonably practicable.
Registration Statement on Form S-3. (a) Within ninety (90) calendar days of the Closing Date, Buyer shall prepare and file with the SEC a resale registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form that Buyer may then be eligible to use) in order to register with the SEC the resale by the Qualified Shareholders, from time to time, of the shares of Buyer Common Stock issued to them hereunder (the “Relevant Shares”) on NASDAQ or the facilities of any national securities exchange on which the Buyer Common Stock are then traded, or in privately negotiated transactions (a “Registration Statement”). Buyer shall use commercially reasonable efforts to cause such Registration Statement to be declared effective within ninety (90) calendar days thereafter and maintain the Registration Statement effective for a period that will terminate upon the earlier of (i) thirty (30) months following the Closing, as prolonged and extended by any Suspension Period or (ii) the date on which all shares of Buyer Common Stock covered by the Registration Statement are sold (such time frame, as extended from time to time, shall be referred to herein as the “Effective Period”). Following the later of (i) the effectiveness of the Registration Statement and (ii) the day which is six (6) months following the Closing Date (such date, the “Start Date”), Buyer may, at any time, suspend the effectiveness of the Registration Statement for up to an aggregate of sixty (60) calendar days, as appropriate (a “Suspension Period”), by giving notice to the Qualified Shareholders, if Buyer shall have determined that Buyer may be required to disclose any material corporate development or as otherwise required by applicable U.S. securities Laws. Notwithstanding the foregoing, Buyer shall inform each Qualified Shareholder of any such Suspension Period and will instruct such Qualified Shareholder (and by executing this Agreement each Qualified Shareholder agrees) not to sell any Relevant Shares pursuant to the Registration Statement until (a) such Person is advised in writing by Buyer that the use of the Registration Statement may be resumed, or (b) such Person has received copies of any additional or supplemental or amended prospectus, if applicable, or (c) such Person has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus.
Registration Statement on Form S-3. If, and only if, the Company is eligible to file and use a registration statement on Form S-3 immediately after the Issue Date, as soon as practicable (and in any event within 30 calendar days following the Issue Date), the Company shall file a registration statement on Form S-3 providing for the resale by the Holder of the Warrant Shares issued and/or issuable upon exercise of the Warrants (the “S-3 Registration Statement”). The Company shall use commercially reasonable efforts to cause such S-3 Registration Statement to become effective within 60 days following the Issue Date (or, in the event of a “full review” by the Commission, the 90th calendar day following the Issue Date); provided, however, that in the event the Company is notified by the Commission that the S-3 Registration Statement will not be reviewed or is no longer subject to further review and comments, the effectiveness date as to such S-3 Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified, if such date precedes the dates otherwise required above, provided, further, if such effectiveness date falls on a day that is not a Trading Day, then the effectiveness date shall be the next succeeding Trading Day. The Company shall use commercially reasonable efforts to keep such S-3 Registration Statement effective at all times until the Holder does not owns any Warrants or Warrant Shares issuable upon exercise thereof.
Registration Statement on Form S-3. As soon as practicable after the ---------------------------------- end of the thirtieth day following the Effective Date, but in no event later than 90 days following the Effective Date, the Purchaser shall file with the Commission a Registration Statement on Form S-3 (the "Form S-3") relating to the shares of the Purchaser Common Stock issued in respect of those shares of Company Common Stock issued upon conversion of the Debentures in the fall of 1995 which remain subject to an effective registration statement on Form S-3 filed with the SEC by the Company (the "Debenture Shares"). Further, the Purchaser shall take all steps reasonably necessary to maintain the effectiveness of the Form S-3 until such time as the holders of such Debenture Shares are permitted to sell such Debenture Shares without regard to the volume restrictions under Rule 144 or Rule 145 under the Securities Act.