Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than forty-five (45) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Ion Networks Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ sixty (4560) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (~~or, if Form SB-2 is not then available to the Company,~~ or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in ~~cash~~cash or in registered Common Stock valued at the original purchase price as adjusted for any stock splits and the like. Liquidated damages payable by the Company pursuant to this provision shall be payable on the first (1st) business day of each thirty (30) day period following the event date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form ~~SB-2~~ SB-21 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (~~or, if Form SB-2 is not then available to the Company,~~ or on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement~~; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied~~. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ~~five~~ ten (10) Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in ~~cash~~cash or in registered Common Stock valued at the original purchase price as adjusted for any stock splits and the like, in the Company's discretion. Liquidated damages payable by the Company pursuant to this provision shall be payable on the first (1st) business day of each thirty (30) day period following the event date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ~~thirty~~ ten (3010) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in ~~cash~~cash or in registered Common Stock valued at the original purchase price as adjusted for any stock splits and the like, in the Company's discretion. Liquidated damages payable by the Company pursuant to this provision shall be payable on the first (1st) business day of each thirty (30) day period following the event date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares.

Appears in 1 contract

Sources: Registration Rights Agreement (Vantagemed Corp)

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the ~~Purchase Agreement~~ Memorandum (the "Closing Date") but no later than ~~forty-five~~ sixty (4560) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~2.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in ~~cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that~~ cash or additional shares of Common ~~Stock become issuable upon the exercise of the Warrants~~Stock, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered determined by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, ~~as liquidated damages~~ and ~~not as a penalty, in an amount equal to 1.5%~~ shall be paid monthly within three (3) Business Days after the last day of ~~the aggregate amount invested by such Investor for~~ each ~~30-day period or pro rata for any portion thereof~~ month following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashFiling Deadline. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Z Trim Holdings, Inc)

Registration Statements. Concurrently with (ior included in) ~~Promptly following~~ the ~~closing~~ registration statement covering the shares of ~~the purchase~~ Mi3 L.P., Oxford Bioscience Partners IV L.P. and ~~sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than forty-five (45) days after the Closing Date (the "Filing Deadline")~~MRNA Fund II, L.P., the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), S-1 covering the resale of the Registrable Securities in an amount ~~at least~~ equal to the ~~Shares and~~ number of shares of Common Stock issued to the ~~Warrant Shares~~Purchaser pursuant to the Purchase Agreement (or such Registrable Securities may be included in a single registration statement also covering other shares of Common Stock issued to the aforementioned institutional investors on November 12, 2002). ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Purchaser and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC ~~on or prior to~~ by the ~~Filing Deadline~~date required by Mi3 L.P., the Company will make pro rata payments to ~~each Investor~~Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount ~~invested~~ paid by such ~~Investor for each 30-day period or pro rata~~ Purchaser on the Closing Date to the Company for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such ~~payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments~~ payment shall be made to ~~each Investor~~ Purchaser in ~~cash.~~ additional fully paid and non-assessable shares of Common Stock not later than three (~~iii~~3) ~~Promptly~~ Business Days following the ~~date (the "Qualification Date") upon which the Company becomes eligible~~ end of any 30-day period. For this purpose, each share of Common Stock shall be deemed to ~~use~~ have a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 value equal to the ~~registration statement on Form S-2~~arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (~~a "Shelf Registration Statement"~~20) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or trading days prior to the ~~Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5%~~ issuance of ~~the aggregate amount invested by~~ such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashshares.

Appears in 1 contract

Sources: Registration Rights Agreement (Photogen Technologies Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of ~~the securities~~ Common Stock and Warrants contemplated by the Purchase Agreement (the "Closing Date") (but no later than ~~forty-~~five ~~(45) days after the Closing Date (the "Filing Deadline"~~Business Days thereafter), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the ~~Required~~ Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the ~~Shares and~~ number of shares of Common Stock issued to the ~~Warrant Shares~~Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC ~~on or prior to~~ within five Business Days of the ~~Filing Deadline~~Closing Date, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~2.0% of the aggregate amount ~~invested~~ paid by such Investor ~~for each 30-day period or pro rata~~ on the Closing Date to the Company for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such ~~payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments~~ payment shall be made to each Investor in ~~cash. (iii) Promptly~~ cash or, at the option of such Investor, in additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the ~~date (the "Qualification Date") upon which the Company becomes eligible~~ end of any such 30-day period. For this purpose, each share of Common Stock shall be deemed to ~~use~~ have a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 value equal to the ~~registration statement on Form S-2~~arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (~~a "Shelf Registration Statement"~~20) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or trading days prior to the ~~Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5%~~ issuance of ~~the aggregate amount invested by~~ such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashshares.

Appears in 1 contract

Sources: Registration Rights Agreement (Alliance Pharmaceutical Corp)

Registration Statements. (i) Promptly following the ~~closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "~~Closing ~~Date")~~ but no later than ~~forty-five (45)~~ 45 days after the Closing ~~Date~~ (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the ~~Registrable Securities in an amount at least equal to the~~ Conversion Shares and the Warrant ~~Shares~~Shares issuable in respect of the Shares and Warrants issued at the Closing. ~~Such~~ Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as ~~Exhibit~~ EXHIBIT A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement ~~the~~ shall not include any shares of Common Stock ~~described in Schedule 1 hereto (~~or other securities for the ~~"Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose~~ account of any other holder without the prior written consent of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and ~~their counsel~~ Lowenstein Sandler PC prior to its filing or other submission. If a ~~Registration Statement~~ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇tement covering the Initial Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor under the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) ~~Upon the written demand of~~ Promptly following any ~~Investor and upon any change in the Warrant Price~~ Option Closing but no later than 45 days after an Option Closing (~~as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants~~an "Option Filing Deadline"), the Company shall prepare and file with the SEC one ~~or more~~ Registration ~~Statements~~ Statement on Form ~~SB-2~~ SB-2, or amend the Registration Statement filed ~~pursuant to clause (i) above~~in connection with the Closing, if ~~such Registration Statement has~~ not ~~previously been declared effective~~ yet effective, (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of ~~such additional shares of Common Stock (~~the ~~"Additional Shares"~~Registrable Securities), ~~subject to the Required Investors' consent)~~ covering the resale of the ~~Additional Shares, but only to~~ shares of Common Stock issuable upon conversion of the ~~extent~~ Option Shares and the ~~Additional Shares are not~~ exercise of the Option Warrants purchased at the ~~time covered by an effective~~ related Option Closing (the "Option Securities"). Subject to any SEC comments, such Registration ~~Statement~~Statement shall include the plan of distribution attached hereto as EXHIBIT A, subject to any SEC comments thereon. 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 ~~Additional Shares~~Option Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement shall not include any shares of Common Stock or other securities for the ~~Other Shares so long as~~ account of any other holder without the ~~Piggyback Condition is satisfied~~prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and ~~their counsel~~ Lowenstein Sandler PC prior to its filing or other submission. If a ~~Registration Statement~~ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ment covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Option Securities is not filed with the SEC on or prior to the ~~Qualification~~ related Option Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor under the Purchase Agreement for each 30-day period or pro rata for any portion thereof following ~~the date by which~~ such ~~Shelf Registration Statement should have been filed~~ Option Filing Deadline for which no ~~such Shelf~~ Registration Statement is filed with respect to the ~~Registrable Securities or Additional Shares, as applicable~~Option Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Utix Group Inc)

Appears in 1 contract

Sources: Registration Rights Agreement (Remedent, Inc.)

Registration Statements. (i) Promptly following the ~~closing of the purchase and sale of the securities contemplated by~~ Closing Date (as defined in the Purchase ~~Agreement (the "Closing Date"~~Agreement) but no later than ~~forty-five (45) days after~~ the ~~Closing Date (the "~~Filing Deadline"), the Company shall prepare and file with the SEC ~~one~~ a Registration Statement on Form ~~SB-2~~ F-3 (or, if Form ~~SB-2~~ F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable ~~Securities in an amount at least equal to the Shares and the Warrant Shares~~Securities. Such Registration Statement shall include ~~the~~ a plan of distribution substantially in the form attached hereto as Exhibit ~~A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder~~ A (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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to any comments thereon by the ~~Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement~~SEC). 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~~ Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfiedRegistrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to ~~the Investors~~ SuperCom and ~~their~~ its counsel prior to its filing or other submission. If a Registration Statement covering the ~~Additional Shares is required to be filed under this Section 2(a)(ii) and~~ Registrable Securities is not filed with the SEC ~~within five Business Days of~~ by the ~~request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii)~~Filing Deadline, the Company will make pro rata payments to ~~each Investor~~SuperCom, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~0.75% of the fair market value of the aggregate ~~amount invested~~ consideration received by SuperCom pursuant to the Purchase Agreement (calculated based on the average closing price of the Ordinary Share traded on Nasdaq Global Market during the ten (10) trading days prior to the date of the Purchase Agreement) of such ~~Investor~~ Registrable Securities released from the lock-up undertaking pursuant to the Lock-Up Agreement at such time (and in the event such number changes during the period, the weighted-average number of such Registrable Securities, during the applicable period) (“Liquidated Damages“)) for each 30-day period or pro rata for any portion thereof following the ~~date by which such Registration Statement should have been filed~~ Filing Deadline for which no Registration Statement is filed with respect to the ~~Additional Shares. Such payments~~ Registrable Securities payable within 3 Business Days after the end of such successive 30-day period (or portion thereof); provided, however, that in no event shall be such Liquidated Damages in ~~partial compensation~~ the aggregate exceed 10% of such aggregate consideration received by SuperCom pursuant to the ~~Investors, and shall not constitute the Investors' exclusive remedy for such events~~Purchase Agreement. Such payments shall be made to ~~each Investor~~ SuperCom in cash~~. (iii) Promptly following~~ . In recognition of the ~~date (~~difficulty of determining SuperCom's damages or loss as a result of the ~~"Qualification Date") upon which~~ Registration Statement not being filed within the ~~Company becomes eligible~~ time periods described above, it is hereby agreed that the foregoing amount of Liquidated Damages is deemed to ~~use~~ represent a ~~registration statement on Form S-3 to register~~ reasonable estimate of SuperCom's damages and shall be the ~~Registrable Securities or Additional Shares, as applicable, for resale~~sole monetary remedy of SuperCom in this regard, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not ~~constitute~~ affect the ~~Investors' exclusive remedy for such events. Such payments shall be made~~ right of SuperCom to ~~each Investor in cash~~seek injunctive relief.

Appears in 1 contract

Sources: Asset Purchase Agreement (SuperCom Ltd.)

Appears in 1 contract

Sources: Registration Rights Agreement (Primal Solutions Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "“Closing Date"”) but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent)S-1, covering the resale of the Registrable ~~Securities in an amount at least equal~~ Securities, other than the Reset Issuance Shares; provided, that, such Registration Statement need not cover the Delayed Issuance Shares if the Company determines (upon advice of counsel), or is advised by the SEC, that the Delayed Issuance Shares may not be covered thereby. Subject to ~~the Shares and the Warrant Shares. Such~~ any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement ~~the~~ shall not include any shares of Common Stock ~~described in Schedule 1 hereto (~~or other securities for the ~~"Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose~~ account of any other holder without the prior written consent of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in ~~cash.~~ cash no later than three (ii3) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days after the end of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashperiod. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Power Solutions International, Inc.)

Registration Statements. ~~(i)~~ Promptly following the closing of the purchase and sale of the securities contemplated by the ~~Purchase Agreement~~ Subscription Agreements (the "“Closing Date"”) but no later than ~~forty-five~~ ninety (4590) days after the Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC ~~one~~ a Registration Statement on Form ~~SB-2~~ F-l (or, if Form ~~SB-2~~ F-l is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities that are Restricted Securities in an amount at least equal to the ~~Shares and~~ aggregate of the ~~Warrant Shares~~Registrable Securities. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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~~ Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities that are Restricted Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the holder of each ~~Investor,~~ Restricted Security as liquidated damages and not as a penalty, in either cash or Common Shares, at the option of the Company, valued at the then current market price on the Toronto Stock Exchange (or if the Common Shares are no longer listed on the Toronto Stock Exchange, the then current bid price as quoted on another exchange or quotation system on which the Common Shares are then trading) an amount equal to ~~1.5~~1% of the ~~aggregate amount invested by~~ Offering Price of such ~~Investor~~ Restricted Security attributable to that portion of the Restricted Securities not resold pursuant to Regulation S for ~~each~~ every 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashRegistrable Securities. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Peru Copper Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the sum of (A) the number of Conversion Shares into which the Notes are convertible, (B) the number of Warrant Shares for which the Warrants are exercisable and (C) the ~~Warrant~~ number of shares of Common Stock the Company reasonably believes it may issue as Payment Shares. Such Registration Statement shall include the plan of distribution attached hereto as ~~Exhibit~~ EXHIBIT A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the ~~Filing Deadline~~ date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Visijet Inc)

Registration Statements. (i) ~~Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no~~ No later than ~~forty-five~~ sixty (4560) calendar days after the ~~Closing Date~~ first date on which Shares are issued upon the conversion of shares of Series D Convertible Redeemable Preferred Stock (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of all of the Registrable Securities ~~in an amount at least equal~~ which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to ~~the Shares and the Warrant Shares. Such~~ any SEC comments, such Registration Statement shall include the plan of ~~distribution attached hereto as~~ distribution, substantially in the form and substance set forth in Exhibit A. A hereto. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The 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(c) to the Investors ~~and their counsel~~ prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the 10th Business Day following the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1% of the aggregate amount ~~invested~~ paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in ~~cash~~cash no later than five (5) Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall ~~use its~~ take reasonable ~~best~~ efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities ~~or Additional Shares~~on Form S-3 if such form is available for use by the Company, ~~as applicable, for resale, but in no event more than thirty (30) days after~~ provided that if at such time the ~~Qualification Date (the "Qualification Deadline")~~Registration Statement is on Form S-1, the Company shall ~~file~~ maintain the effectiveness of the Registration Statement then in effect until such time as a ~~registration statement~~ Registration Statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be has been declared effective ~~as promptly as practicable thereafter. If a Shelf Registration Statement covering~~ by the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashSEC.

Appears in 1 contract

Sources: Registration Rights Agreement (Advaxis, Inc.)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ ten (4510) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the number of Shares ~~and~~ plus the ~~Warrant Shares~~number of shares of Common Stock necessary to permit the exercise in full of the Warrants. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, ~~that the Company shall have the right~~ that, for any Person who has not waived his, her or its piggyback registration rights with respect to ~~include in~~ the Registration ~~Statement~~ Statement, all of the shares ~~of Common Stock described~~ for which such Person has piggyback registration rights may be included in ~~Schedule 1 hereto (~~any Registration Statement filed to cover the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any resale of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Additional Shares. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the ~~Filing Deadline~~ date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Axeda Systems Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") ), but in no event later than ~~forty-five~~ ninety (4590) days ~~after~~ following the Closing Date (such earlier date, the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the ~~Required~~ Investors' consent), covering the resale of all of the Registrable Securities ~~in an amount at least equal~~ without regard to any limitation on the ~~Shares and~~ exercise of the ~~Warrant Shares~~Warrants issued on the Closing Date. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who ~~now~~ has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 3010-day period or pro rata for any portion thereof following the ~~Filing Deadline~~ date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash~~. (ii) Upon the written demand of any Investor and upon any change~~ . The amounts payable as liquidated damages pursuant to this paragraph shall be payable in ~~the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise~~ lawful money of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement theretoUnited States, and ~~each request for acceleration of effectiveness thereof)~~ amounts payable as liquidated damages shall be ~~provided in accordance with Section 3(c~~paid within two (2) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the ~~request~~ last day of ~~any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to~~ each ~~Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by~~ such ~~Investor for each 30~~10-day period ~~or pro rata for any portion thereof following~~ during which the ~~date by which such~~ Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is was filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashSecurities.

Appears in 1 contract

Sources: Registration Rights Agreement (Antares Pharma Inc)

Registration Statements. (i) Promptly following the closing of the ~~purchase and sale of the securities~~ transactions contemplated by the ~~Purchase~~ Warrant Exercise Agreement (the "“Closing Date"”) but no later than ~~forty-five~~ sixty (4560) days after the Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' ’ consent, which shall not be unreasonably withheld), covering the resale of the Registrable Securities in an amount at least equal to the Warrant Shares ~~and~~ set forth on the ~~Warrant Shares~~face of the Warrants. ~~Such~~ Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement ~~the~~ shall not include any shares of Common Stock ~~described in Schedule 1 hereto (~~or other securities for the ~~"Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose~~ account of any other holder without the prior written consent of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate ~~amount invested~~ exercise price of the Warrants acquired by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Iteris, Inc.)

Registration Statements. ~~(i)~~ Promptly following the closing of the purchase and sale of the securities contemplated by the ~~Purchase~~ Agency Agreement (the "Closing Date") but no later than forty-five (45) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required ~~Investors~~Purchasers' consent), covering the resale of the Registrable Securities in an amount at least equal to the number of Shares ~~and~~ plus the ~~Warrant Shares~~Common Shares necessary to permit the exercise in full of the Agent's Warrants. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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~~ Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each ~~Investor~~Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Purchaser for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such payments shall be in partial compensation to the ~~Investors~~Purchasers, and shall not constitute the ~~Investors~~Purchasers' exclusive remedy for such events. Such payments shall be made to each ~~Investor~~ Purchaser in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Workstream Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-2 (or, if Form ~~SB-2~~ S-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount at least equal to the Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ~~exclusive~~ sole monetary remedy for such ~~events~~events but shall not limit the Investors' right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form ~~SB-2~~ S-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form ~~SB-2~~ S-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares")~~, subject to the Required Investors' consent~~) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement~~; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied~~. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ~~five Business Days~~ 30 days of the request of any Investor or ~~upon~~ within 30 days of the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ~~exclusive~~ sole monetary remedy for such ~~events~~events but shall not limit the Investors' right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ~~thirty~~ ten (3010) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ~~exclusive~~ sole monetary remedy for such ~~events~~events but shall not limit the Investors' right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Endocare Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of ~~the securities~~ shares of Common Stock and Warrants contemplated by the Purchase Agreement (the "“Closing Date"”) but no later than ~~forty-five (45) days after the Closing Date (the "Filing Deadline")~~April 2, 2002, the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the ~~Required~~ Investors' ’ consent), covering the resale of the Registrable Securities in an amount at least equal to the ~~Shares and~~ number of shares of Common Stock issued to the ~~Warrant Shares~~Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or ~~prior to the Filing Deadline~~before April 2, 2002, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount ~~invested~~ paid by such Investor ~~for each 30-day period or pro rata~~ on the Closing Date to the Company for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' ’ exclusive remedy for such events. Such payments shall be made to each Investor in ~~cash. (iii) Promptly~~ cash or, at the option of such Investor, in additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% end of ~~the aggregate amount invested by such Investor for~~ each 30-day ~~period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should~~ period. For this purpose, each share of Common Stock shall be deemed to have ~~been filed for which no such Shelf Registration Statement is filed with respect~~ a value equal to the ~~Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation~~ arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (20) trading days prior to the ~~Investors, and shall not constitute the Investors' exclusive remedy for~~ issuance of such ~~events. Such payments shall be made to each Investor in cash~~shares.

Appears in 1 contract

Sources: Registration Rights Agreement (Audible Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "“Closing Date"”) but no later than ~~forty-five (45)~~ 120 days after the Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ F-3 (or, if Form ~~SB-2~~ F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the ~~Warrant~~ Conversion Shares. ~~Such~~ Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. C. 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~~ ADSs resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. ~~The Company~~ Such Registration Statement shall ~~use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver~~ not include any other securities for the account of ~~those rights with respect to the Registration Statement~~any other holder; provided, however, that ~~the Company shall have the right~~ subject to ~~include in~~ Section 2(a)(ii) below, the Registration Statement may include the ~~shares of Common Stock described in Schedule 1 hereto (the "~~Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, other than the Designated Investors, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~2.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) ~~Upon~~ Notwithstanding the ~~written demand~~ provisions of Section 2(a)(i), if at any ~~Investor~~ time prior to the date the Registration Statement is first declared effective by the SEC (such date, the “Effective Date”) the SEC takes the position that the offering of the Registrable Securities as contemplated by the Registration Statement violates the provisions of Rule 415 under the 1933 Act because of (A) the number of ADSs included in such Registration Statement, the Company shall (i) remove from the Registration Statement all or such portion of the Affiliate Securities and ~~upon any change~~ the Other Securities and/or (ii) agree to such restrictions and limitations on the registration and resale of the Affiliate Securities and the Other Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 or (B) the inclusion of the Warrant Shares in the ~~Warrant Price~~ Registration Statement, the Company shall (~~as defined in~~ i) remove from the ~~Warrant)~~ Registration Statement all or such ~~that additional shares of Common Stock become issuable upon the exercise~~ portion of the ~~Warrants~~Warrant Shares and/or (ii) agree to such restrictions and limitations on the registration and resale of the Warrant Shares as the SEC may require to assure the Company’s compliance with the requirements of Rule 415. In the event that the provisions of this clause (ii) apply, the Company and the Investors shall mutually agree as to whether clause (A) or (B) is applicable. Any cut-back imposed pursuant to Section 2(a)(ii)(A) shall be allocated among the Affiliate Securities and the Other Securities on a pro rata basis. Any cut-back imposed pursuant to Section 2(a)(ii)(B) shall be allocated among the Warrant Shares as follows: first, to the Warrant Shares held by the Affiliate Investors on a pro rata basis; and second, to the Warrant Shares not held by the Affiliate Investors on a pro rata basis. The provisions of this Section 2(a)(ii) shall not limit or otherwise affect the obligations of the Company, which are absolute and unconditional, to effect the registration of the Registrable Securities as provided in this Agreement. Any Registrable Securities excluded from a Registration Statement pursuant to this Section 2(a)(ii) are hereinafter referred to as “Cut-Back Securities.” Except as provided in Section 2(a)(iii), no liquidated damages shall accrue or be owing on any Cut-Back Securities excluded from the Registration Statement as a result of the application of this Section 2(a)(ii). (iii) No later than 180 days after the earlier of (i) the Effectiveness Deadline and (ii) the Effective Date (the earlier of such dates, the “Cut-Back Filing Deadline”), the Company shall prepare and file with the SEC one ~~or more~~ Registration ~~Statements~~ Statement on Form ~~SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective~~ F-3 (or, if Form ~~SB-2~~ F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of ~~such additional shares of Common Stock (~~the ~~"Additional Shares"~~Registrable Securities), ~~subject to the Required Investors' consent)~~ covering the resale of the ~~Additional Shares~~Cut-Back Securities. Subject to any SEC comments, ~~but only to~~ such Registration Statement shall include the ~~extent the Additional Shares are not at the time covered by an effective Registration Statement.~~ plan of distribution attached hereto as Exhibit C. 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~~ ADSs resulting from stock splits, stock dividends or similar transactions with respect to the ~~Additional Shares~~Cut-Back Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement shall not include any other securities for the ~~Other Shares so long as the Piggyback Condition is satisfied~~account of any other holder. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the ~~Additional Shares is required to be filed under this Section 2(a)(ii) and~~ Cut-Back Securities is not filed with the SEC ~~within five Business Days of~~ on or prior to the ~~request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii)~~Cut-Back Filing Deadline, the Company will make pro rata payments to each ~~Investor~~Investor holding Cut-Back Securities, other than the Designated Investors, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~2.0% of the aggregate amount invested by such Investor in respect of the Cut-Back Securities for each 30-day period or pro rata for any portion thereof following the ~~date by which such Registration Statement should have been filed~~ Cut-Back Filing Deadline for which no Registration Statement is filed with respect to the ~~Additional Shares~~Cut-Back Securities. Such payments shall ~~be in partial compensation to the~~ constitute such Investors~~, and shall not constitute the Investors'~~ ’ exclusive monetary remedy for such events, but shall not affect the right of such Investors to seek injunctive relief. Such payments shall be made to each affected Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Corgi International LTD)

Registration Statements. ~~(i)~~ Promptly following the closing of the purchase and sale of ~~the securities~~ shares of Common Stock contemplated by the Purchase Agreement (the "Closing Date") (but no later than ~~forty-five~~ thirty (4530) days ~~after the Closing Date (the "Filing Deadline"~~thereafter), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount ~~at least~~ equal to the ~~Shares and~~ number of shares of Common Stock issued to the ~~Warrant Shares~~Investors on the Closing Date; provided, that each Investor shall have timely provided to the Company the information that each Investor is obligated to deliver to the Company pursuant to Section 5(a) hereof. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC ~~on or prior to~~ within thirty (30) days of the ~~Filing Deadline~~Closing Date, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount ~~invested~~ paid by such Investor ~~for each 30-day period or pro rata for any portion thereof following~~ on the ~~Filing Deadline for which no Registration Statement is filed with respect~~ Closing Date to the ~~Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy~~ Company for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if still held by such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, ~~as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor~~ for ~~each~~ any 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such ~~payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments~~ payment shall be made to each Investor in ~~cash.~~ cash or, at the option of such Investor, in additional fully paid and non-assessable shares of Common Stock not later than five (~~iii~~5) ~~Promptly~~ Business Days following the ~~date (~~end of 30-day period. For the ~~"Qualification Date") upon which the Company becomes eligible~~ purpose of determining such number of shares, each share of Common Stock shall be deemed to ~~use~~ have a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 value equal to the ~~registration statement on Form S-2~~arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (~~a "Shelf Registration Statement"~~20) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or trading days prior to the ~~Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5%~~ issuance of ~~the aggregate amount invested by~~ such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashshares.

Appears in 1 contract

Sources: Registration Rights Agreement (On Technology Corp)

Registration Statements. (i) Promptly following the ~~closing of the purchase and sale of the securities contemplated by~~ Initial Closing Date (as defined in the Purchase ~~Agreement (the "Closing Date")~~ Agreement), but no later than ~~forty-five~~ thirty (4530) days after the Initial Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares and the Warrant Shares. ~~Such~~ Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement ~~the~~ shall not include any shares of Common Stock ~~described in Schedule 1 hereto (~~or other securities for the ~~"Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose~~ account of any other holder without the prior written consent of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Caprius Inc)

Registration Statements. ~~(i)~~ Promptly following the closing of the purchase and sale of the securities contemplated by the Agent Securities Purchase Agreement and the Securities Purchase Agreements (the "Closing Date") but no later than forty-five (45) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the ~~Required Investors~~Purchasers' consent), covering the resale of the Registrable Securities in an amount at least equal to the number of Shares ~~and~~ plus the ~~Warrant Shares~~Common Shares necessary to permit the exercise in full of the Low's Warrants. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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~~ Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each ~~Investor~~Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by ~~such Investor for each 30-day period or pro rata for any portion thereof following~~ the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Pequot Purchasers for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such payments shall be in partial compensation to the ~~Investors~~Purchasers, and shall not constitute the ~~Investors~~Purchasers' exclusive remedy for such events. Such payments shall be made to each ~~Investor~~ Purchaser in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Workstream Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than forty-five (45) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the number of Shares ~~and~~ plus the ~~Warrant Shares~~number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the ~~Filing Deadline~~ date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (WPCS International Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities ~~contemplated by~~ under the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount at least equal to the ~~Shares and~~ number of shares of Common Stock necessary to permit the ~~Warrant Shares~~exercise in full of the Warrants issued on the Closing Date. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to ~~obtain~~ obtain, from each ~~person~~ Person who now has piggyback registration ~~rights~~ rights, a waiver of those rights with respect to the Registration Statement; provided, however, ~~that~~ that, for any Person who has not waived his, her or its piggyback registration rights with respect to the ~~Company shall have~~ Registration Statement, all of the ~~right to include~~ shares for which such Person has piggyback registration rights may be included in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Statement. The Registration Statement (and ~~each~~ amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each SSF Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such SSF Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such payments shall be in partial compensation to the SSF Investors, and shall not constitute the SSF Investors' exclusive remedy for such events. Such payments shall be made to each SSF Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Onyx Software Corp/Wa)

Registration Statements. ~~(i)~~ Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "“Closing Date"”) but no later than ~~forty-five~~ thirty (4530) days after the Closing ~~Date~~ Date, or if such thirtieth day is a Saturday, Sunday or other holiday in which the SEC is not open for business, such deadline shall be extended to the next business day on which the SEC is open for business (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one (1) Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable ~~Securities in an amount at least equal~~ Securities. Subject to ~~the Shares and the Warrant Shares. Such~~ any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section ~~3(c~~3.1(c) to the ~~Investors~~ Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each ~~Investor~~Purchaser, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate ~~amount invested~~ Offering Price per Unit held by such ~~Investor~~ Purchaser for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be ~~in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be~~ made to each ~~Investor~~ Purchaser in ~~cash.~~ cash no later than ten (ii10) ~~Upon~~ days after the ~~written demand~~ end of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Sharesperiod. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, Amounts payable as liquidated damages ~~and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by~~ hereunder shall cease when such ~~Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which~~ securities are no ~~such Shelf Registration Statement is filed with respect to the~~ longer Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashSecurities.

Appears in 1 contract

Sources: Registration Rights Agreement (Ante5, Inc.)

Registration Statements. (i) Promptly following the ~~closing of the purchase and sale of the securities contemplated by~~ Closing Date (as defined in the Purchase ~~Agreement (the "Closing Date"~~Agreement) but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of all of the Registrable Securities then outstanding; provided, however, that the Filing Deadline may be extended for up to 30 days in ~~an amount at least equal~~ the event that the Company is not then eligible to use Form S-3 to effect a registration for resale of the ~~Shares and the Warrant Shares~~Registrable Securities. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its ~~reasonable~~ best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing ~~Deadline, the Company will make pro rata payments to each Investor,~~ Deadline (as ~~liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by~~ such ~~Investor for each 30-day period or pro rata for any portion thereof following the~~ Filing Deadline ~~for which no Registration Statement is filed with respect~~ may be extended pursuant to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change proviso in the ~~Warrant Price (as defined in the Warrant) such that additional shares~~ first sentence of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to this clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor in the Shares for ~~each 30-day period~~ any month or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashRegistrable Securities. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Artisoft Inc)

Appears in 1 contract

Sources: Registration Rights Agreement (Golden Phoenix Minerals Inc /Mn/)

Registration Statements. ~~(i)~~ Promptly following the final closing of the purchase and sale of the securities contemplated by the ~~Purchase Agreement~~ Memorandum (the "Closing Date") but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount at least equal to the Offering Common Shares, the Warrant Common Shares and the Placement Agent Warrant ~~Shares. Such~~ Shares (such Registration Statement, or any other Registration Statement ~~shall include~~ covering the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose resale of any of the Registrable Securities pursuant to the provisions of this Agreement, the "Resale Registration Statement"). No other securities shall be included in the Resale Registration Statement, except for up to 168,768 shares of the Company's ~~5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of~~ Common Stock issuable upon exercise of warrants that were issued by the ~~conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")~~Company on October 13, 2010, October 19, 2010, January 18, 2011, May 9, 2011 and May 20, 2011. The Resale Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Placement Agent and ~~their~~ its counsel prior to its filing or other submission. If a the Resale Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the Investors, other than the Placement Agent and its Affiliates (based on number of Registrable Securities held by each such Investor), as ~~liquidated~~ partial damages and not as a penalty, in an aggregate amount equal to 1.5% of the ~~aggregate amount invested~~ gross proceeds from the Offering. In the event the Resale Registration Statement has not been filed by ~~such Investor~~ each 30th day anniversary of the Filing Deadline, the Company will make for each such 30-day period or the Resale Registration Statement has not been filed additional pro rata ~~for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such~~ payments ~~shall be in partial compensation~~ to the Investors, other than the Placement Agent and ~~shall not constitute~~ its Affiliates (based on number of Registrable Securities held by each such Investor) in an aggregate amount equal to 1.5% of the ~~Investors' exclusive remedy for such events~~gross proceeds from the Offering. Such payments shall be made to each such Investor in ~~cash.~~ immediately available funds within three (ii3) ~~Upon~~ Business Days after the ~~written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise~~ Filing Deadline or each 30th day anniversary of the ~~Warrants~~Filing Deadline, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashcase may be. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)

Registration Statements. (i) Promptly following the closing of the purchase and sale of ~~the securities~~ shares of Common Stock contemplated by the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ twenty (4520) days after the Closing ~~Date (the "Filing Deadline")~~Date, the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the ~~Required~~ Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the ~~Shares and~~ number of shares of Common Stock issued to the ~~Warrant Shares~~Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC ~~on or prior to~~ within twenty (20) days after the ~~Filing Deadline~~Closing Date, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount ~~invested~~ paid by such Investor on the Closing Date to the Company for ~~each~~ any 30-day period or pro rata for any portion thereof following the ~~Filing Deadline~~ date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in ~~cash. (ii) Upon~~ cash or, at the ~~written demand~~ option of ~~any Investor~~ such Investor, in additional fully paid and ~~upon any change in the Warrant Price (as defined in the Warrant) such that additional~~ non-assessable shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five later than three Business Days following the end of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day ~~period or pro rata for any portion thereof following the date by which such Registration Statement should~~ period. For this purpose, each share of Common Stock shall be deemed to have ~~been filed for which no Registration Statement is filed with respect~~ a value equal to the ~~Additional Shares. Such payments shall be in partial compensation to~~ arithmetic mean of the ~~Investors, and shall not constitute~~ Closing Prices for the ~~Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.~~ ten (~~iii~~10) ~~Promptly following the date~~ trading days beginning twenty (~~the "Qualification Date"~~20) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) trading days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the ~~Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5%~~ issuance of ~~the aggregate amount invested by~~ such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashshares.

Appears in 1 contract

Sources: Registration Rights Agreement (Ion Networks Inc)

Registration Statements. (i) Promptly following the ~~closing of~~ date on which the ~~purchase and sale of the securities contemplated by the Purchase Agreement~~ Alternative Warrants become exercisable in accordance with their terms (the ~~"Closing~~ “Effective Date"”) but no later than ~~forty-five~~ thirty (4530) days after the ~~Closing~~ Effective Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' ’ consent), covering the resale of the Registrable Securities in an amount at least equal to the ~~Shares and the~~ Alternative Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement ~~the~~ shall not include any shares of Common Stock ~~described in Schedule 1 hereto (~~or other securities for the ~~"Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose~~ account of any other holder without the prior written consent of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the amount that is equal to (A) the aggregate ~~amount invested~~ number of Alternative Warrant Shares (i.e., 522,815), multiplied by ~~such Investor~~ (B) an assumed price per Warrant Share of $2.00, for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Alternative Warrants Registration Rights Agreement (Tapestry Pharmaceuticals, Inc)

Registration Statements. (i) ~~Promptly~~ No later than the sixtieth (60th) day immediately following the date of the closing (the “Closing Date”) of the purchase and sale of the securities contemplated by the Purchase Agreement (the ~~"Closing Date") but no later than forty-five (45) days after the Closing Date (the "~~“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount at least equal to the number of Shares ~~and~~ plus the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its commercially reasonable ~~best~~ efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If Subject to the limitation set forth in Section 2(d), if a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make ~~pro rata payments~~ payment to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate ~~amount invested~~ purchase price paid by such Investor pursuant to the Purchase Agreement for each 30-day period or a pro rata payment for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' ’ exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Arbios Systems Inc)

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the ~~Purchase Agreement~~ Subscription Agreements (the "“Closing Date"”) but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount at least equal to the Offering Common Shares, the Warrant Common Shares and the Placement Agent Warrant ~~Shares. Such~~ Shares (such Registration Statement, or any other Registration Statement ~~shall include~~ covering the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose resale of any of the ~~Company's 5% Convertible Debentures Due August 5~~Registrable Securities pursuant to the provisions of this Agreement, ~~2008~~ the “Resale Registration Statement”). No other securities shall be included in the Resale Registration Statement, except for (~~the "Debentures"~~1) ~~or the~~ up to 168,768 shares of the Company’s Common Stock issuable upon exercise of warrants that were issued by the ~~conversion~~ Company on October 13, 2010, October 19, 2010, January 18, 2011, May 9, 2011 and May 20, 2011 (the “Initial Warrant Shares”) and (2) any of the ~~Debentures for one year after~~ Company’s securities issued in connection with the ~~effective date of the Registration Statement~~ Company’s private placement that was publicly announced on June 15, 2011 and closed on June 24, 2011 (the ~~"Piggyback Condition"~~“Initial Securities”). The Resale Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Placement Agent and ~~their~~ its counsel prior to its filing or other submission. If a the Resale Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to the Investors, other than the Placement Agent and its Affiliates (based on number of Registrable Securities held by each such Investor), as ~~liquidated~~ partial damages and not as a penalty, in an aggregate amount equal to 1.5% of the ~~aggregate amount invested~~ gross proceeds from the Offering. In the event the Resale Registration Statement has not been filed by ~~such Investor~~ each 30th day anniversary of the Filing Deadline, the Company will make for each such 30-day period or the Resale Registration Statement has not been filed additional pro rata ~~for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such~~ payments ~~shall be in partial compensation~~ to the Investors, other than the Placement Agent and ~~shall not constitute~~ its Affiliates (based on number of Registrable Securities held by each such Investor) in an aggregate amount equal to 1.5% of the ~~Investors' exclusive remedy for such events~~gross proceeds from the Offering. Such payments shall be made to each such Investor in ~~cash.~~ immediately available funds within three (ii3) ~~Upon~~ Business Days after the ~~written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise~~ Filing Deadline or each 30th day anniversary of the ~~Warrants~~Filing Deadline, as the case may be. Notwithstanding the forgoing, if the Company ~~shall prepare and~~ is unable to file ~~with~~ the ~~SEC one or more Registration Statements on Form SB-2 or amend the~~ Resale Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use despite its ~~reasonable~~ best efforts to ~~obtain from each person who now has piggyback registration rights a waiver of those rights with respect~~ do so due to ~~such Registration Statement; provided, however,~~ the fact that the ~~Company shall have~~ resale registration statement covering the ~~right to include in~~ Initial Securities (as hereinafter defined) is reviewed by the ~~Registration Statement~~ SEC, then the ~~Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof)~~ Filing Deadline shall be ~~provided in accordance with Section 3(c~~extended until the fifth (5th) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof Day following the date ~~by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to~~ that the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a resale registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the ~~Registrable~~ Initial Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be has been declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in casheffective.

Appears in 1 contract

Sources: Registration Rights Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)

Appears in 1 contract

Sources: Registration Rights Agreement (Vantagemed Corp)

Registration Statements. (i) Promptly following the ~~closing of the purchase and sale of the securities contemplated by~~ Closing Date (as defined in the Purchase ~~Agreement (the "Closing Date"~~Agreement) but no later than ~~forty-five (45) days after~~ the ~~Closing Date (the "~~Filing Deadline"), the Company shall prepare and file with the SEC ~~one~~ a Registration Statement on Form ~~SB-2~~ F-3 (or, if Form ~~SB-2~~ F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable ~~Securities in an amount at least equal to the Shares and the Warrant Shares~~Securities. Such Registration Statement shall include ~~the~~ a plan of distribution substantially in the form attached hereto as Exhibit ~~A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder~~ A (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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to any comments thereon by the ~~Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement~~SEC). 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~~ Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfiedRegistrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to ~~the Investors~~ SuperCom and ~~their~~ its counsel prior to its filing or other submission. If a Registration Statement covering the ~~Additional Shares is required to be filed under this Section 2(a)(ii) and~~ Registrable Securities is not filed with the SEC ~~within five Business Days of~~ by the ~~request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii)~~Filing Deadline, the Company will make pro rata payments to ~~each Investor~~SuperCom, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~0.75% of the fair market value of the aggregate ~~amount invested~~ consideration received by SuperCom pursuant to the Purchase Agreement (calculated based on the average closing price of the Ordinary Share traded on Nasdaq Global Market during the ten (10) trading days prior to the date of the Purchase Agreement) of such ~~Investor~~ Registrable Securities released from the lock-up undertaking pursuant to the Lock-Up Agreement at such time (and in the event such number changes during the period, the weighted-average number of such Registrable Securities, during the applicable period) (“Liquidated Damages”)) for each 30-day period or pro rata for any portion thereof following the ~~date by which such Registration Statement should have been filed~~ Filing Deadline for which no Registration Statement is filed with respect to the ~~Additional Shares. Such payments~~ Registrable Securities payable within 3 Business Days after the end of such successive 30-day period (or portion thereof); provided, however, that in no event shall be such Liquidated Damages in ~~partial compensation~~ the aggregate exceed 10% of such aggregate consideration received by SuperCom pursuant to the ~~Investors, and shall not constitute the Investors' exclusive remedy for such events~~Purchase Agreement. Such payments shall be made to ~~each Investor~~ SuperCom in cash~~. (iii) Promptly following~~ . In recognition of the ~~date (~~difficulty of determining SuperCom’s damages or loss as a result of the ~~"Qualification Date") upon which~~ Registration Statement not being filed within the ~~Company becomes eligible~~ time periods described above, it is hereby agreed that the foregoing amount of Liquidated Damages is deemed to ~~use~~ represent a ~~registration statement on Form S-3 to register~~ reasonable estimate of SuperCom’s damages and shall be the ~~Registrable Securities or Additional Shares, as applicable, for resale~~sole monetary remedy of SuperCom in this regard, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not ~~constitute~~ affect the ~~Investors' exclusive remedy for such events. Such payments shall be made~~ right of SuperCom to ~~each Investor in cash~~seek injunctive relief.

Appears in 1 contract

Sources: Asset Purchase Agreement (On Track Innovations LTD)

Appears in 1 contract

Sources: Registration Rights Agreement (Click2learn Inc/De/)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ F-3 (or, if Form ~~SB-2~~ F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the number of Shares ~~and~~ plus the ~~Warrant Shares~~shares of Common Stock necessary to permit the exercise in full of the Warrants. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the ~~Filing Deadline~~ date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (World Heart Corp)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "“Closing Date"”) but no later than ~~forty-five (45)~~ 90 days after the Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent)S-1, covering the resale of the Registrable ~~Securities in an amount at least equal to the Shares and the Warrant Shares~~Securities. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement ~~the~~ shall not include any shares of Common Stock ~~described in Schedule 1 hereto (~~or other securities for the ~~"Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose~~ account of any other holder without the prior written consent of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Required Lenders. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors and their counsel~~ Lenders prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each ~~Investor~~Lender, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such ~~Investor~~ Lender for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities; provided, that the maximum pro rata payments to the Lenders shall not exceed 10.0% of the aggregate amount invested by such Lender. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the ~~Investors'~~ Lenders’ exclusive monetary remedy for such events, but shall not affect the right of the Lenders to seek injunctive relief. Such payments shall be made to each ~~Investor~~ Lender in ~~cash.~~ cash no later than three (ii3) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days after the end of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashperiod. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (VistaGen Therapeutics, Inc.)

Appears in 1 contract

Sources: Registration Rights Agreement (Visual Networks Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ sixty (4560) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in ~~the~~ such Registration Statement ~~the~~ shares of Common Stock ~~described~~ owned by the Persons set forth in ~~Schedule 1 hereto~~ Exhibit B (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "DebenturesInvestors") or which such Persons have the ~~shares~~ right to acquire pursuant to the exercise, conversion or exchange of ~~Common Stock issuable upon the conversion~~ securities of the ~~Debentures for one year after~~ Company held on the ~~effective~~ date ~~of the Registration Statement~~ hereof (collectively, the "~~Piggyback Condition~~Other Securities"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Shares) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Shares or the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that ~~the~~ Company shall have the right to include in ~~the~~ such Registration Statement the Other ~~Shares so long as~~ Securities of the ~~Piggyback Condition is satisfied~~Other Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ~~thirty~~ ten (3010) ~~days~~ Business Days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form ~~S-2~~SB-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the ~~date by which such Shelf Registration Statement should have been filed~~ Qualification Deadline for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Caprius Inc)

Registration Statements. ~~(i)~~ Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "“Closing Date"”) but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable ~~Securities in an amount at least equal to the Shares and the Warrant Shares~~Securities. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities; provided, however, that the Filing Deadline shall be extended and no fee shall accrue prior to the expiration of such extension (the “Extension”) if and to the extent that the Registration Statement is not filed timely through no fault of the Company (i) at the request of the Required Investors or (ii) if the Required Investors have not so requested and any Investor is in material breach of its obligations hereunder, provided that such Extension and non-accrual of fee shall apply only with respect to such breaching Investor and the Company shall otherwise be obligated to perform its registration obligations with respect to all non-breaching Investors by the Filing Deadline or to pay such liquidated damages to such non-breaching investors in accordance with the foregoing and; provided, further, that in no event shall the Company be obligated to pay such liquidated damages to more than one Investor in respect of the same Registrable Securities for the same period of time. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' ’ exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Regeneration Technologies Inc)

Registration Statements. (i) ~~Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no~~ No later than ~~forty-five~~ sixty (4560) days ~~after~~ following the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent)S-1, covering the resale of the Registrable ~~Securities in an amount at least equal~~ Securities. Subject to ~~the Shares and the Warrant Shares. Such~~ any SEC comments, such Registration Statement shall include the plan of distribution substantially as attached hereto as Exhibit A. A and no Purchaser shall be named as an "underwriter" in the Registration Statement without the Purchaser's prior written consent. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement ~~the~~ shall not include any shares of Common Stock ~~described in Schedule 1 hereto (~~or other securities for the ~~"Other Shares"); provided~~account of any other holder other than the Registrable Securities without the prior written consent of the Required Purchasers, ~~however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors~~ not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Purchasers and ~~their~~ counsel to the Purchasers under the Purchase Agreement prior to its filing or other submission; provided, that no such amendments or supplements made solely to update the Registration Statement after its effectiveness with a filing made under the Exchange Act need be provided to any Purchaser. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each ~~Investor~~Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount ~~invested~~ paid by such ~~Investor~~ Purchaser pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the ~~Investors~~Purchasers' exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each ~~Investor~~ Purchaser in ~~cash~~cash no later than three (3) Business Days after the end of each 30-day period. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration StatementS-3 Qualification. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities ~~or Additional Shares, as applicable,~~ for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities ~~or Additional Shares, as applicable~~ (or a post-effective amendment on Form S-3 to the registration statement on Form ~~S-2~~S-1) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each ~~Investor~~Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate ~~amount invested~~ purchase price paid by such ~~Investor~~ Purchaser pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable ~~Securities or Additional Shares, as applicable~~Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the ~~Investors~~Purchasers' exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each ~~Investor~~ Purchaser in ~~cash~~cash no later than three (3) Business Days after the end of each 30-day period.

Appears in 1 contract

Sources: Registration Rights Agreement (hopTo Inc.)

Appears in 1 contract

Sources: Registration Rights Agreement (Caprius Inc)

Appears in 1 contract

Sources: Registration Rights Agreement (WPCS International Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the ~~Shares~~ maximum number of Registrable Securities then issuable (assuming that the Debentures remain outstanding until maturity and that all interest accrued thereon is paid in the ~~Warrant~~ form of Interest Shares). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement~~; provided~~, ~~however, that~~ excluding the ~~Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "~~Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the ~~Filing Deadline~~ date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Debentures) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Debentures or the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement~~; provided~~, ~~however, that the Company shall have the right to include in the Registration Statement~~ excluding the Other ~~Shares so long as the Piggyback Condition is satisfied~~Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ~~thirty~~ ten (3010) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form ~~S-2~~SB-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Iq Biometrix Inc)

Registration Statements. ~~(i)~~ Promptly following the closing of the purchase and sale of ~~the securities~~ shares of Common Stock contemplated by the Purchase Agreement (the "Closing Date") (but no later than ~~forty-five~~ twenty (4520) days ~~after the Closing Date (the "Filing Deadline"~~thereafter), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), S-1 covering the resale of the Registrable Securities in an amount ~~at least~~ equal to the ~~Shares and~~ number of shares of Common Stock issued to the ~~Warrant Shares~~Purchasers on the Closing Date. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC ~~on or prior to~~ within twenty (20) days of the ~~Filing Deadline~~Closing Date, the Company will make pro rata payments to each ~~Investor~~Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount ~~invested~~ paid by such ~~Investor for each 30-day period or pro rata~~ Purchaser on the Closing Date to the Company for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such ~~payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments~~ payment shall be made to each ~~Investor~~ Purchaser in ~~cash. (iii) Promptly~~ additional fully paid and non-assessable shares of Common Stock not later than three Business Days following the ~~date (the "Qualification Date") upon which the Company becomes eligible~~ end of any 30-day period. For this purpose, each share of Common Stock shall be deemed to ~~use~~ have a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 value equal to the ~~registration statement on Form S-2~~arithmetic mean of the Closing Prices for the ten (10) trading days beginning twenty (~~a "Shelf Registration Statement"~~20) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or trading days prior to the ~~Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5%~~ issuance of ~~the aggregate amount invested by~~ such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashshares.

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Photogen Technologies Inc)

Registration Statements. (i) Promptly following the ~~closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "~~Closing ~~Date")~~ Date but no later than ~~forty-five~~ thirty (4530) calendar days after the later of (A) the Closing Date and (B) the Authorized Share Approval (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of all of the Registrable Securities ~~in an amount at least equal~~ which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to ~~the Shares and the Warrant Shares. Such~~ any SEC comments, such Registration Statement shall include the plan of ~~distribution~~ distribution, substantially in the form and substance attached hereto as ~~Exhibit~~ Annex A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The 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(c) to the Investors ~~and their counsel~~ prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1% of the aggregate amount ~~invested~~ paid pursuant to the Purchase Agreement by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in ~~cash~~cash no later than five (5) Business Days after the end of each such 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. Notwithstanding the foregoing, the Company will not be liable for any liquidated damages under this Section 2(a)(i) with respect to any Warrant Shares prior to the issuance thereof. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall ~~use its~~ take reasonable ~~best~~ efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities ~~or Additional Shares~~on Form S-3 if such form is available for use by the Company, ~~as applicable, for resale, but in no event more than thirty (30) days after~~ provided that if at such time the ~~Qualification Date (the "Qualification Deadline")~~Registration Statement is on Form S-1, the Company shall ~~file~~ maintain the effectiveness of the Registration Statement then in effect until such time as a ~~registration statement~~ Registration Statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be has been declared effective ~~as promptly as practicable thereafter. If a Shelf Registration Statement covering~~ by the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashSEC.

Appears in 1 contract

Sources: Registration Rights Agreement (Celcuity Inc.)

Registration Statements. (i) Promptly following the ~~closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "~~Closing ~~Date")~~ Date but no later than ~~forty-five (45)~~ 30 days after the Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement ~~on Form SB-2 (or, if Form SB-2 is not then available to~~ covering the ~~Company, on such form~~ resale of ~~registration statement as is then available to effect a registration for resale~~ all of the Registrable Securities. Subject to any SEC comments, ~~subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares and the Warrant Shares. Such~~ such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Such Registration Statement ~~the~~ shall not include any shares of Common Stock ~~described in Schedule 1 hereto (~~or other securities for the ~~"Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose~~ account of any other holder without the prior written consent of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition")Required Investors. ~~The~~ 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(c) to the Investors ~~and their counsel~~ prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall ~~be in partial compensation to the Investors, and shall not~~ constitute the Investors' ’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in ~~cash~~cash no later than three Business Days after the end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. The parties agree that the maximum aggregate liquidated damages payable to a holder of Registrable Securities under this Agreement shall be 5.0% of the aggregate purchase price paid by such holder pursuant to the Purchase Agreement for the Registrable Securities then held by such holder. (ii) ~~Upon~~ The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3 and if the ~~written demand of any Investor and upon any change in the Warrant Price (~~Company is a WKSI as ~~defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise~~ of the ~~Warrants~~filing date, the Registration Statement shall consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e). In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall ~~prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause~~ (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering register the resale of the ~~Additional Shares, but only~~ Registrable Securities on such other form as is available to the ~~extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act~~ Company 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares ii) so long as ~~the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto~~Registrable Securities remain outstanding, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof promptly following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities ~~or Additional Shares, as applicable,~~ for ~~resale~~resale (the “Qualification Date”), but in no event more than ~~thirty (30)~~ 30 days after the Qualification Date (the "“Qualification Deadline"”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities ~~or Additional Shares, as applicable~~ (or a post-effective amendment on Form S-3 to ~~the~~ a registration statement on Form ~~S-2~~S-1) (a "“Shelf Registration Statement~~") and~~ ”); provided that the Company shall ~~use commercially reasonable efforts to cause such Shelf~~ maintain the effectiveness of the Registration Statement ~~to be declared effective~~ then in effect until such time as ~~promptly as practicable thereafter. If~~ a Shelf Registration Statement covering the Registrable Securities has been declared effective by the SEC. (iii) If at any time following the filing of a Shelf Registration Statement when the Company is ~~not filed with the SEC on~~ required to re-evaluate its Form S-3 eligibility or ~~prior to the Qualification Deadline~~WKSI status, the Company ~~will make pro rata payments~~ determines that it is not eligible to ~~each Investor~~register the Registrable Securities on Form S-3 or is not a WKSI, the Company shall use its reasonable best efforts to (i) as ~~liquidated damages~~ promptly as possible (A) if the Shelf Registration Statement is an Automatic Shelf Registration Statement, post-effectively amend the Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement on Form S-3, or (B) if the Company is not eligible at such time to file a Shelf Registration Statement on Form S-3, post-effectively amend the Shelf Registration Statement to a Shelf Registration Statement on Form S-1 or file a new Shelf Registration Statement on Form S-1; (ii) have such post-effective amendment or Shelf Registration Statement declared effective by the SEC; and ~~not as a penalty, in an amount equal to 1.5% of~~ (iii) keep such Shelf Registration Statement effective during the ~~aggregate amount invested by such Investor for each 30-day~~ period ~~or pro rata for any portion thereof following the date by~~ during which such Shelf Registration Statement ~~should have been filed for which no such Shelf Registration Statement~~ is ~~filed~~ required to be kept effective in accordance with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashthis Agreement.

Appears in 1 contract

Sources: Registration Rights Agreement (Morphic Holding, Inc.)

Appears in 1 contract

Sources: Registration Rights Agreement (House of Taylor Jewelry, Inc.)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the ~~securities contemplated by the Purchase Agreement~~ Convertible Notes (the "“Closing Date"”) but no later than ~~forty-five~~ ninety (4590) days after the Closing Date (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-1 (~~or, if Form SB-2 is not then available to the Company,~~ or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the ~~resale~~ sale of the Registrable Securities on their issuance in an amount at least equal to the number of Shares ~~and~~ that the ~~Warrant Shares~~Company may issue at the current conversion price of $7.00 per Share. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors and their~~ Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.00% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be ~~in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be~~ made to each Investor in cash. Notwithstanding the foregoing, such payments shall not constitute the Investor’s exclusive remedy. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration StatementS-3 Qualification. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "“Qualification Date"”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ~~thirty~~ sixty (3060) days after the Qualification Date (the "“Qualification Deadline"”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities ~~or Additional Shares, as applicable~~ (or a post-effective amendment on Form S-3 to the registration statement on Form ~~S-2~~S-1) (a "“Shelf Registration Statement"”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (PRB Gas Transportation, Inc.)

Appears in 1 contract

Sources: Registration Rights Agreement (Tut Systems Inc)

Registration Statements. (i) ~~Promptly~~ Within thirty (30) days following the ~~closing~~ earlier to occur of the ~~purchase and sale~~ consummation of the ~~securities contemplated by~~ Merger or the ~~Purchase Agreement~~ payment of the Break-Up Fee, but in no event later than January 31, 2004 (the ~~"Closing Date") but no later than forty-five (45) days after the Closing Date (the "~~“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-1 (~~or, if~~ unless Form ~~SB-2 is not then available to the Company, on~~ S-3 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the ~~Required Investors'~~ Investor’s consent), covering the resale of all of the Registrable Securities ~~in an amount at least equal~~ without regard to any limitation on the ~~Shares and~~ exercise of the ~~Warrant Shares~~Warrants or the Debentures. Such Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the ~~plan of distribution attached hereto as Exhibit A.~~ SEC to be filed thereunder. 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. The Company shall use its reasonable best efforts to obtain from each person (other than ▇▇▇▇▇▇ ▇▇▇▇▇ and Elan Corporation, plc) who ~~now~~ has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~0.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 3010-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' ’ exclusive remedy for such events. Such payments shall be made to each Investor in cash~~. (iii) Promptly following~~ , or, at the ~~date (~~Investor’s election, in a number of shares of Common Stock determined by dividing the ~~"Qualification Date") upon which~~ amount of such payment by $0.10. In the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline")case of cash payments, the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, amounts payable as liquidated damages ~~and not as a penalty,~~ pursuant to this paragraph shall be payable in ~~an amount equal to 1.5%~~ lawful money of the ~~aggregate amount invested by~~ United States, and all such ~~Investor for~~ amounts payable or shares deliverable as liquidated damages shall be paid or certificates shall be delivered, as the case may be, within two (2) Business Days of the last day of each 30such 10-day period ~~or pro rata for any portion thereof following~~ during which the ~~date by which such Shelf~~ Registration Statement should have been filed for which no ~~such Shelf~~ Registration Statement is was filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashSecurities.

Appears in 1 contract

Sources: Registration Rights Agreement (Incara Inc)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement and the Subscription Agreements (the "Closing Date") but no later than ~~forty-five~~ sixty (4560) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ F-3 (or, if Form ~~SB-2~~ F-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount at least equal to the aggregate of the Debenture Shares, the Warrant Shares, the Agent's Shares and the Agent's Warrant ~~Shares~~Shares and the maximum amount of Interest Shares issuable under the Debentures. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A, subject to such modifications as may be appropriate or necessary to respond to future interpretations or comments of the SEC staff. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each ~~Investor~~Purchaser except the US Agent and Canadian Agent, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Purchaser for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such payments shall be in partial compensation to the ~~Investors~~Purchasers other than the US Agent and the Canadian Agent, and shall not constitute ~~the Investors~~such Purchasers' exclusive remedy for such events. Such payments shall be made to ~~each Investor~~ such Purchasers in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (World Heart Corp)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares and the Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company represents that it is eligible to register the resale of its Commons Stock by the investors under Form SB-2 and covenants to use its best efforts to maintain its eligibility to use Form SB-2 until the Registration Statement covering the resale of the Registrable Securities shall have been filed and declared effective by the SEC. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not ~~filed with~~ declared effective by the SEC on or prior to the ~~Filing~~ date 180 days after the Closing Date (the "Effective Deadline"), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the ~~Filing~~ Effective Deadline for which no Registration Statement is ~~filed~~ declared effective with respect to the Registrable Securities, up to a maximum of a 15.0% liquidated damages payment. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Notes) or the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the conversion of the Notes or the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement~~; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied~~. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not ~~filed with~~ declared effective by the SEC within ~~five~~ 180 Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been ~~filed~~ declared effective for which no Registration Statement is ~~filed~~ declared effective with respect to the Additional Shares. Payments hereunder and under Section 2(a)(i) above shall not exceed a maximum of a 15.0% liquidated payment. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ~~thirty~~ ten (3010) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form ~~S-2~~SB-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Manaris Corp)

Appears in 1 contract

Sources: Registration Rights Agreement (Remedent, Inc.)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "“Closing Date") ”), but in no ~~later than forty-five (45) days~~ event after ~~the Closing Date~~ May 14, 2004 (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form SB-2 (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent)S-1, covering the resale of all of the Registrable Securities ~~in an amount at least equal~~ without regard to any limitation on the ~~Shares and~~ exercise of the ~~Warrant Shares~~Investor Warrants or the Placement Agent Warrants. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person (other than ▇▇▇▇▇▇ ▇▇▇▇▇ and Elan Corporation, plc) who ~~now~~ has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Holders and ~~their counsel~~ Placement Agent Counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each ~~Investor~~Holder, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such ~~Investor~~ Holder (for ~~each 30-day period or pro rata for any portion thereof following~~ purposes of this Agreement, the ~~Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments~~ Placement Agent shall be ~~in partial compensation~~ deemed to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in invested an amount equal to ~~1.5%~~ ten percent (10%) of the aggregate purchase price of the Shares sold in the Private Placement, and for all other Holders, the amount invested by a Holder shall include the purchase price of the Common Stock acquired by such Holder and shall exclude any amount attributable to the Investor Warrants acquired by such Holder in the Private Placement) for each 3010-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such payments shall be in partial compensation to the ~~Investors~~Holders, and shall not constitute the ~~Investors'~~ Holders’ exclusive remedy for such events. Such payments shall be made to each ~~Investor~~ Holder in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. ~~If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor,~~ The amounts payable as liquidated damages ~~and not as a penalty,~~ pursuant to this paragraph shall be payable in ~~an amount equal to 1.5%~~ lawful money of the ~~aggregate amount invested by~~ United States, and amounts payable as liquidated damages shall be paid within two (2) Business Days of the last day of each such ~~Investor for each 30~~10-day period ~~or pro rata for any portion thereof following~~ during which the ~~date by which such Shelf~~ Registration Statement should have been filed for which no ~~such Shelf~~ Registration Statement is was filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashSecurities.

Appears in 1 contract

Sources: Registration Rights Agreement (Incara Pharmaceuticals Corp)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "Closing Date") ), but in no event later than ~~forty-five~~ the earlier of (45A) thirty (30) days after the sale by the Company of any shares of Common Stock or other securities to a third party other than an Investor, or (B) ninety (90) days following the Closing Date (such earlier date, the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the ~~Required~~ Investors' consent), covering the resale of all of the Registrable Securities ~~in an amount at least equal~~ without regard to any limitation on the ~~Shares and~~ exercise of the ~~Warrant Shares~~Warrants issued on the Closing Date. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who ~~now~~ has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 3010-day period or pro rata for any portion thereof following the ~~Filing Deadline~~ date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash~~. (ii) Upon the written demand of any Investor and upon any change~~ . The amounts payable as liquidated damages pursuant to this paragraph shall be payable in ~~the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise~~ lawful money of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement theretoUnited States, and ~~each request for acceleration of effectiveness thereof)~~ amounts payable as liquidated damages shall be ~~provided in accordance with Section 3(c~~paid within two (2) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the ~~request~~ last day of ~~any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to~~ each ~~Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by~~ such ~~Investor for each 30~~10-day period ~~or pro rata for any portion thereof following~~ during which the ~~date by which such~~ Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is was filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashSecurities.

Appears in 1 contract

Sources: Registration Rights Agreement (Antares Pharma Inc)

Registration Statements. (i) Promptly following the ~~closing of the purchase and sale of the securities contemplated by~~ First Closing Date (as defined in the Purchase ~~Agreement (the "Closing Date"~~Agreement) but no later than ~~forty-five~~ thirty (4530) days after the First Closing Date (the "“First Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities~~, subject to the Required Investors' consent~~), covering the resale of the Registrable Securities in an amount at least equal to the number of Shares ~~and~~ issued on the ~~Warrant Shares~~First Closing Date (the date of such filing, the “First Filing Date”). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the ~~Registrable Securities~~ Shares issued on the First Closing Date is not filed with the SEC on or prior to the First Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the ~~Filing Deadline~~ date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' ’ exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) ~~Upon~~ Promptly following the ~~written demand of any Investor and upon any change in the Warrant Price~~ Option Closing Date (as defined in the ~~Warrant~~Purchase Agreement) ~~such that additional shares of Common Stock become issuable upon~~ but no later than thirty (30) days after the ~~exercise of~~ Option Closing Date (the ~~Warrants~~“Option Filing Deadline”), the Company shall prepare and file with the SEC one ~~or more~~ Registration ~~Statements~~ Statement on Form ~~SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of ~~such additional shares of Common Stock (~~the ~~"Additional Shares"~~Registrable Securities), ~~subject to the Required Investors' consent)~~ covering the resale of the ~~Additional Shares, but only~~ Registrable Securities in an amount at least equal to the ~~extent~~ number of Shares issued on the ~~Additional~~ Option Closing Date, unless such Shares ~~are not at~~ were included in the ~~time covered~~ original S-3 Registration Statement filed by ~~an effective Registration Statement~~the Company (the date of such filing, the “Option Filing Date”). Such Registration Statement ~~also~~ shall ~~cover, to~~ include the ~~extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number~~ plan of ~~additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares.~~ distribution attached hereto as Exhibit A. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to ~~such~~ the Registration Statement~~; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied~~. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the ~~Additional~~ Shares ~~is required to be filed under this Section 2(a)(ii) and~~ issued on the Option Closing Date is not filed with the SEC ~~within five Business Days of~~ on or prior to the ~~request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii)~~Option Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' ’ exclusive remedy for such events. Such payments shall be made to each Investor in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Insignia Systems Inc/Mn)

Registration Statements. (i) Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the "“Closing Date"”), but in no event after (x) ~~but no~~ the later ~~than forty-five~~ of fifteen (4515) days ~~after~~ following the ~~Closing Date~~ Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2003, or (y) March 31, 2004 (the "“Filing Deadline"”), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-2 (or, if Form ~~SB-2~~ S-2 is not then available to the Company, on such form of ~~registration statement~~ Registration Statement as is then available to effect a registration for resale of the Registrable Securities, subject to the ~~Required Investors'~~ Holders’ consent), covering the resale of all of the Registrable Securities ~~in an amount at least equal~~ without regard to any limitation on the ~~Shares and~~ exercise of the ~~Warrant Shares~~Warrants or the Placement Agent Warrants. ~~Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.~~ 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. The Company shall use its reasonable best efforts to obtain from each person who ~~now~~ has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the ~~Investors~~ Holders and ~~their counsel~~ Placement Agent Counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each ~~Investor~~Holder, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such ~~Investor~~ Holder (for ~~each 30-day period or pro rata for any portion thereof following~~ purposes of this Agreement, the ~~Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments~~ Placement Agent shall be ~~in partial compensation~~ deemed to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common Stock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in invested an amount equal to ~~1.5%~~ ten percent (10%) of the aggregate purchase price of the Shares sold in the Private Placement, and for all other Holders, the amount invested by a Holder shall include the purchase price of the Common Stock acquired by such ~~Investor~~ Holder and shall exclude any amount attributable to the Warrants acquired by such Holder in the Private Placement) for each 3010-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the ~~Additional Shares~~Registrable Securities. Such payments shall be in partial compensation to the ~~Investors~~Holders, and shall not constitute the ~~Investors'~~ Holders’ exclusive remedy for such events. Such payments shall be made to each ~~Investor~~ Holder in cash. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. ~~If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor,~~ The amounts payable as liquidated damages ~~and not as a penalty,~~ pursuant to this paragraph shall be payable in ~~an amount equal to 1.5%~~ lawful money of the ~~aggregate amount invested by~~ United States, and amounts payable as liquidated damages shall be paid within two (2) Business Days of the last day of each such ~~Investor for each 30~~10-day period ~~or pro rata for any portion thereof following~~ during which the ~~date by which such Shelf~~ Registration Statement should have been filed for which no ~~such Shelf~~ Registration Statement is was filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashSecurities.

Appears in 1 contract

Sources: Registration Rights Agreement (Antares Pharma Inc)

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the ~~Purchase Agreement~~ Memorandum (the "Closing Date") but no later than ~~forty-five~~ thirty (4530) days after the Closing Date (the "Filing Deadline"), the Company shall prepare and file with the SEC one Registration Statement on Form ~~SB-2~~ S-3 (or, if Form ~~SB-2~~ S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. 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. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the shares of Common Stock described in Schedule 1 hereto (the "Other Shares"); provided, however, that Stephen M. Deixler agrees pursuant to an agreement reasonably sat▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇vestors not to sell or otherwise dispose of any of the Company's 5% Convertible Debentures Due August 5, 2008 (the "Debentures") or the shares of Common Stock issuable upon the conversion of the Debentures for one year after the effective date of the Registration Statement (the "Piggyback Condition"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to ~~1.5~~2.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in ~~cash. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that~~ cash or additional shares of Common ~~Stock become issuable upon the exercise of the Warrants~~Stock, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered determined by an effective Registration Statement. 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 Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that the Company shall have the right to include in the Registration Statement the Other Shares so long as the Piggyback Condition is satisfied. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, ~~as liquidated damages~~ and ~~not as a penalty, in an amount equal to 1.5%~~ shall be paid monthly within three (3) Business Days after the last day of ~~the aggregate amount invested by such Investor for~~ each ~~30-day period or pro rata for any portion thereof~~ month following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cashFiling Deadline. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Appears in 1 contract

Sources: Registration Rights Agreement (Circle Group Holdings Inc)

Common use of Registration Statements Clause in Contracts