Required Registration Sample Clauses

Required Registration. (a) On two (2) occasions after the date that is the earlier of (i) Monday, July 19, 2010, and (ii) one hundred eighty (180) days after the consummation of the initial Public Offering, Holders of at least a majority of the Registrable Securities then outstanding may require the Company to register such Holders’ Registrable Securities under the Securities Act. Such Holders shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale of all or any portion of the Registrable Securities, and within ten (10) days of the receipt after such notice, the Company will so notify all Holders of Registrable Securities. (b) Upon written request of any Holder given within thirty (30) days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause all or any part of the Registrable Securities that may be requested by any Holder thereof (including the Holders giving the initial notice of intent to offer (each an “Initiating Holder” and collectively the “Initiating Holders”)) to be registered under the Securities Act as expeditiously as possible; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2 unless the proposed aggregate dollar amount of the offering (valued at the high end of a proposed offering range) of the Registrable Securities requested to be included is at least $10,000,000. (c) Notwithstanding anything contained in this Section 2.2 or Section 2.3 to the contrary, if the Company furnishes to the Holders requesting any registration pursuant to such sections a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of a registration statement, then the Company shall have the right to defer the filing of a registration statement with respect to such offering for a period of not more than one hundred and eighty (180) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period. (d) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request and the Compan...

Required Registration. (a) If at any time the Company shall be requested by CVCA to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the other Purchasers to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register. (b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million; (ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and (iii) wit...

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 a. At any time following the earlier of five (5) years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the Company’s Initial Offering, if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration under the Securities Act of such Registrable Shares (such registration having an aggregate offering price to the public of not less than $10,000,000), the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of the Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice to the holders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a)...

Required Registration. (a) Subject to the provisions hereof, at any time and from time to time during the Registration Period, the Holders may request the Corporation to file a Prospectus Supplement offering all or part of the Registrable Securities (such offering being hereinafter referred to as a “Demand Offering”). Such a request shall be in writing and shall specify the number of Registrable Securities to be sold (the “Demand Registrable Securities”), the intended method of disposition and the jurisdictions (which may only include Canada or any province or territory thereof and/or the United States) in which the Holders, acting reasonably, request that the Demand Offering be effected (provided that if the Holders request the Demand Offering to be effected only in the United States, then the Corporation shall also file the Prospectus Supplement in one province of Canada solely to the extent required for the purposes of MJDS qualification). Subject to Section 2.1(d), the Corporation shall not be obligated to effect more than four underwritten Demand Offerings in total during the Registration Period. For the purposes of this subsection, a Demand Offering will not be considered as having been effected until either (i) a Prospectus Supplement has been filed with the Commissions and/or the SEC, as applicable, pursuant to which the Demand Registrable Securities are to be sold, (ii) the Holders have withdrawn their request or (iii) the Holders have failed to fulfill their obligations under this Agreement with respect to such request. In the event that the Corporation proposes to offer and sell its securities as part of any Demand Offering initiated by the Holders under this Agreement, and if the managing underwriter or underwriters advise the Corporation in good faith that the inclusion of securities requested by the Corporation to be included in such offering may, in their opinion, have an adverse effect on the distribution or sales price of the Demand Registrable Securities in such offering, then the number of securities to be offered by the Corporation for its own account in such offering shall be reduced as necessary to avoid such adverse effect. (b) The Corporation shall be entitled to postpone the filing of a Prospectus Supplement otherwise required to be prepared and filed by it pursuant hereto (or withdraw any Prospectus Supplement that has been filed by it pursuant hereto) if, at the time it receives the Demand Offering request or before the Demand Offering has been effecte...

Required Registration. (a) At any time on or after the Exercise Date and on or before the five (5) year anniversary of the Base Date, but in no event on more than one (1) occasion, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously as reasonably possible, but in no event later than 120 days from the date of such request. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2. (c) A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the “SEC”) or other governmental agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.

Required Registration. From and after the first anniversary of the --------------------- date hereof, the Investor may make a written request to the Company requesting that the Company effect the registration of Registrable Securities under the Act, and specifying the Company's intended method or methods of disposition thereof; provided, however, in order to make such demand, the Investor must then own (or have the right to own assuming all of the shares of Preferred Stock have then been converted and all of the Warrants have then been exercised) at least one percent (1%) of the outstanding shares of Common Stock of the Company (after taking into consideration shares of Common Stock issuable upon the conversion of all of the shares of Preferred Stock were converted and the exercise of all of the Warrants, but without considering any other rights, options or warrants to purchase shares of Common Stock of the Company or any other securities of the Company convertible into shares of Common Stock of the Company); and provided further, the Investor must register at least one-half (1/2) of the Registrable Securities. The Company will use commercially reasonable efforts to effect the registration under the Act of all shares of Registrable Securities which the Company has been requested to register pursuant to this Section 2; provided, however, that: (a) the Company will not be required to effect more than two registrations of any Registrable Securities pursuant to this Section 2; (b) the Company will not be required to file an additional registration requested pursuant to this Section 2, if the Company has furnished to the Investor a certificate, signed by the President of the Company, stating that in the good faith judgment of the Board of Directors of the Company the filing of a registration statement would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, and that is not then otherwise legally required to be disclosed; and (c) the Company will not be required to file a registration statement requested pursuant to this Section 2 within twelve (12) months after the effective date of a registration statement of the type referred to in Section 3 if the Investor was entitled but did not make a request to participate in such registration.

Required Registration. (a) Not later than August 15, 2004 (unless a majority in interest of the Holders request a delay of the Company for up to an additional 90 days in writing and in such case, upon expiration of this requested delaying period), the Company will prepare and file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Registrable Securities, and use its best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all of such Registrable Securities. The Company’s failure to obtain effectiveness of this registration statement by November 15, 2004 (subject to an extension of such date to correspond to a filing date extension, if any, granted by the Holders above, and subject to delays incurred by any Holder’s failure to comply with the provisions of Section 5(b) below) will commence the running of the first “Failure Term” as defined in Section 4 of the Note and will also constitute an event of default under this Agreement. (b) At any time after the earlier of (i) the date upon which the high closing bid prices of the Company’s Common Stock on the NASDAQ System (or if not then traded on the NASDAQ System, then on the OTC Bulletin Board as reported by ▇▇▇▇▇▇▇▇▇.▇▇▇, or if this service is discontinued, such other reporting service acceptable to a majority in interest of the Holders) exceeds 150% of the exercise price of the Warrant for 20 consecutive trading days, or (ii) November 15, 2007, the Holders of a majority of the Warrant Registrable Securities may, by notice to the Company, require that the Company file with the Commission a registration statement under the Securities Act (currently expected to be on Form S-2 or S-3) covering all of the Warrant Registrable Securities and any Note Registrable Securities then held by the Holders, and that the Company use its best efforts to obtain the effectiveness of such registration statement as soon as practicable as would permit or facilitate the subsequent resale and distribution of all of such Registrable Securities. Notwithstanding the forgoing, if a registration statement covering the resale and distribution of any of the Registrable Securities is in effect at the time the notice is given to the Company as provided in this subsection 2.1(b), then the Company may satisfy its obligation to file a registration statement under ...

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.