Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such...
Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period") the Company shall file with the Commission a Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery).
Required Registration. Pursuant to the terms and conditions set forth in the Registration Rights Agreement entered into between the Company and the Holders as of the date of issuance of this Warrant, the Company shall prepare and file with the Commission not later than the 45th day after the Closing Date, a Registration Statement relating to the offer and sale of the Common Stock issuable upon exercise of the Warrants and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but no later than 90 days after the closing date.
Required Registration. Upon request of a Holder owning at least 5,000 Shares or Registrable Securities not theretofore registered under the Act, the Company shall prepare and if it is then eligible file a registration statement on Form S-3 under the Act covering the resale of the Registrable Securities which are the subject of such requests and shall use its best efforts to cause such registration statement to become effective and to remain effective for at least 24 months. In addition, upon the receipt of the aforementioned request, the Company shall promptly give written notice to all other record Holders of Shares or Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other Holders within fifteen (15) days after the Company's written notice to such other Holders. The Company shall be obligated to prepare, file and cause to become effective only two (2) registration statements pursuant to this Section 4(b). In the event that the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such Holders thereafter request the Company to withdraw such registration statement, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to such registration statement, then, and in such event, the Holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section 4(b).
Required Registration. (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, the “Filing Date”), the Company shall file with the Commission a Registration Statement on Form S-1 or such other form as may be appropriate in order to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (including as a result of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for resale thereunder, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration Statement.
Required Registration. As promptly as practicable after the Closing, but in no event later than thirty (30) days after the date of the Closing, the Issuer agrees to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register the resale of all of the Shares. The Issuer shall use commercially reasonable efforts to cause the SEC to declare the Shelf Registration Statement effective no later than the 90th day after the date of Closing; provided, however, that not less than two days prior to the filing of the Shelf Registration Statement, the Issuer shall provide the Investor (or the investment adviser of such Investor) with a copy of the Shelf Registration Statement proposed to be filed and the Issuer agrees to consider all appropriate comments provided by such Investor with respect to the Shelf Registration Statement for inclusion in the Shelf Registration Statement. The Issuer shall thereafter maintain the effectiveness of the Shelf Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Shelf Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), and (b) such time as the Issuer reasonably determines, based on an opinion of counsel, that all of the Holders will be eligible to sell under Rule 144 all of the Shares then owned by the Holders within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. The Issuer’s obligations contained in this Section 6.2 shall terminate on the second anniversary of the date of the Closing.
Required Registration. Pursuant to the terms and conditions set forth in the Registration Rights Agreement, the Company shall prepare and file with the Commission not later than the thirtieth (30th) day after the Closing Date, a Registration Statement relating to the offer and sale of the Common Stock issuable upon exercise of the Warrants and shall use its best efforts to cause the Commission to declare such Registration Statement effective in accordance with the terms set forth in Section 2(a) of the Registration Rights Agreement.
Required Registration. (a) At any time, UBS, ITI or Casty may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall have a reasonably anticipated aggregate price to the public which is at least $15,000,000 (the "Minimum Offering Price"); provided further that neither ITI nor Casty shall request such registration prior to a Qualified Public Offering without the consent of UBS. The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, provided, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, the Company shall not be required to file any registration statement under this Section 4, within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than a registration statement on Form S-3 or any successor thereto relating to the resale of securities of the Company acquired in connection with an acquisition or similar transaction (each, an "Acquisition Registration Statement")) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such time period shall not exceed 180 days.
Required Registration. After receipt of a written request from Executive requesting that Company effect the registration under the Securities Act of Registrable Securities representing at least an aggregate of 10% of the total of all Registrable Securities then beneficially owned (determined in accordance with Rule 13d-3 promulgated under the Exchange Act) by Executive, specifying the intended method or methods of disposition thereof, Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Company has been so requested to register by Executive for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (x) Company shall not be required to effect more than two (2) registrations of any Registrable Securities which shall have been declared effective by the Commission pursuant to this Section 2, and (y) Company shall only be required to effect a registration of Registrable Securities pursuant to this Section 2 after the later of (i) six months after it has consummated an initial public offering of Shares under the Securities Act, and (ii) 12 months after a registration statement filed under the Exchange Act in respect of the Shares shall have been declared effective. Executive acknowledges and agrees that if any Person shall request, pursuant to a contractual right of such Person, that Shares held by such Person be included in any registration statement filed pursuant to this Section 2, then the Shares to be registered on behalf of such Person and Executive shall be subject to reduction as set forth in the third sentence of the second paragraph of Section 3.
Required Registration. (a) At any time after the earlier of three (3) years from the date hereof, or six (6) months after the Company’s initial public offering, the holders of Restricted Stock constituting two-thirds (66-2/3%) of the total shares of Restricted Stock then outstanding may request that the Company register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided, however, that the anticipated aggregate price to the public of such offering is at least $5,000,000. For purposes of this Section 4 and Sections 5, 6, 15(a) and 15(f), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of the Preferred Stock upon conversion of all shares of Preferred Stock; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of shares of Preferred Stock shall be entitled to sell such shares of Preferred Stock to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of any registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company for the purpose of registering shares for sale by the Company.
