Resale Registration Rights Clause Samples

Resale Registration Rights. The Company shall use its commercially reasonable best efforts to (a) cause a registration statement on Form S-3 covering the resale of the Common Stock to be filed with the SEC and become effective no later than February 15, 2024 and (b) keep such registration statement continuously effective under the Securities Act until November 15, 2024.

Resale Registration Rights. (a) Following demand by any Investor, the Company shall file with the Commission a Registration Statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of the Registrable Securities by the Investors (the “Resale Registration Shelf”), and the Company shall file such Resale Registration Shelf as promptly as reasonably practicable following such demand, and in any event within sixty (60) days of such demand. Such Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the Investors in accordance with Section 2.7. Notwithstanding the foregoing, before filing the Resale Registration Shelf, the Company shall furnish to the Investors a copy of the Resale Registration Shelf and afford the Investors an opportunity to review and comment on the Resale Registration Shelf. The Company’s obligation pursuant to this Section 2.1(a) is conditioned upon the Investors providing the information contemplated in Section 2.7. (b) The Company shall use its reasonable best efforts to cause the Resale Registration Shelf and related prospectuses to become effective as promptly as practicable after filing. The Company shall use its reasonable best efforts to cause such Registration Statement to remain effective under the Securities Act until the earlier of the date (i) all Registrable Securities covered by the Resale Registration Shelf have been sold or may be sold freely without limitations or restrictions as to volume or manner of sale pursuant to Rule 144 or (ii) all Registrable Securities covered by the Resale Registration Shelf otherwise cease to be Registrable Securities pursuant to the definition of Registrable Securities. The Company shall promptly, and within two (2) business days after the Company confirms effectiveness of the Resale Registration Shelf with the Commission, notify the Investors of the effectiveness of the Resale Registration Shelf. (c) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to effect, or to take any action to effect, a registration pursuant to Section 2.1(a): (i) if the Company has and maintains an effective Registration Statement on Form S-3ASR that provides for the resale of an unlimited number of ...

Resale Registration Rights. (a) The Company shall file with the Commission as promptly as reasonably practicable following the date hereof a registration statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of the Registrable Securities by the Investors (the “Resale Registration Shelf”). Such Resale Registration Shelf shall include a “base” prospectus (the “Prospectus”) that meets the requirements set forth or promulgated pursuant to Section 10(b) of the Securities Act, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the Investors in accordance with Section 2.5. The Company’s obligation pursuant to this Section 2.1(a) is conditioned upon the Investors providing the information contemplated in Section 2.5. (b) The Company shall file an acceleration request and use its reasonable best efforts to cause the Resale Registration Shelf to become effective as promptly as practicable following the filing of the Resale Registration Shelf pursuant to Section 2.1(a). The Company shall use its reasonable best efforts to cause the Resale Registration Shelf to remain effective under the Securities Act until the earlier of the date (i) all Registrable Securities covered by the Resale Registration Shelf have been sold or may be sold freely without limitations or restrictions as to volume or manner of sale pursuant to Rule 144 or (ii) all Registrable Securities covered by the Resale Registration Shelf otherwise cease to be Registrable Securities pursuant to Section 2.7 hereof.

Resale Registration Rights. In the event that the Company, at any time prior to the Termination Date, proposes to file on behalf of one or more stockholders of the Company a registration statement under the Securities Act pursuant to that certain Second Amended and Restated Investors’ Rights Agreement, dated April 16, 2021, by and among the Company and the investors party thereto (as amended from time to time, the “Investor Rights Agreement”), the Company shall provide written notice to the Holder as soon as practicable of such proposed filing, but in no event shall such written notice be given to the Holder later than five (5) days prior to the date that the Company intends to file such registration statement, and the Holder shall have the right to include the Applicable Warrant Shares in such registration statement upon written notice to the Company within two (2) days after the date the Company provides written notice to the Holder; provided, however, that, the rights of the Holder to include Applicable Warrant Shares in such registration statement pursuant to this Section (2)(e)(vii) shall be subordinate to the rights of the investors party to the Investor Rights Agreement, and Holder shall only be permitted to include the Applicable Warrant Shares in such registration statement after all investors party to the Investor Rights Agreement have had the opportunity to include the registration and offering of all shares of Registrable Securities (as defined in the Investor Rights Agreement) that they wish to so include in such registration statement. Notwithstanding anything to the contrary contained herein, the Company shall not be required to file any registration statement pursuant to this Section 2(e)(vii) if at the time of such request (A) the Company is not eligible to file a Form S-3 for such sales, or (B) the Holder can sell all issued Applicable Warrant Shares without restriction pursuant to Rule 144 under the Securities Act; provided, further that the Company’s obligations to file a registration statement pursuant to this Section 2(e)(vii) is subject to the receipt by the Company of any information of the Holder reasonably required to be included in the registration statement.

Resale Registration Rights. (a) On or prior to the 90th day following the Closing Date (as defined in the Merger Agreement), the Company shall prepare and file with the Commission a Registration Statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 (or if not eligible, Form S-1) covering the resale of the Registrable Securities by the Holders (the “Resale Registration Shelf”). If the Company fails to file the Resale Registration Shelf on or prior to the 90th day following the Closing Date (as defined in the Merger Agreement) (the “Filing Outside Date”), the Company shall pay to each Holder liquidated damages equal to 0.75% of the aggregate value of such Holder’s Registrable Securities for each 30-day period (or pro rata for any portion thereof) following the Filing Outside Date until the Resale Registration Shelf is filed, up to an aggregate maximum of 5%. For purposes of the foregoing, “value” shall mean the product of (x) the number of such Holder’s Registrable Securities and (y) the 10-trading day VWAP ending on (and including) the Filing Outside Date. No liquidated damages shall accrue (A) during any permitted suspension or deferral period pursuant to Section 2.1(c), (B) to the extent the Company’s failure to timely file results from any act or omission of any Holding, including failure to timely provide required information pursuant to Section 2.6, or (C) during any period of force majeure or events outside the Company’s reasonable control, including Commission closures or disruptions. The liquidated damages provided in this Section 2.1(a) shall be the Holder’s sole and exclusive monetary remedy for the Company’s failure to meet the Filing Outside Date. The Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the Holders in accordance with Section 2.6. The Company’s obligation pursuant to this Section 2.1(a) is conditioned upon the Holders providing the information contemplated in Section 2.6. If the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to the Resale Registration Shelf as constituting an offering of securities that does not permit such Resale Registration Shelf to become effective and be used for resales by the Holders under Rule 415, or if after the filing of the Resale Registration Shelf with the Commission pursuant to this Section ...

Resale Registration Rights a) Within 30 days following the issuance of the Shares, SORRENTO shall (i) file with the Securities and Exchange Commission (the “SEC”), or (ii) have filed with the SEC, a resale registration statement (together with any New Resale Registration Statement (as defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which all of the Shares (the “Registrable Securities”) shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by MAYO. SORRENTO shall file the Resale Registration Statement on such form as SORRENTO may then utilize under the rules of the SEC and use its commercially reasonable efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than the earlier of: (A) 90 days following the issuance of the Shares, and (B) four business days after the date SORRENTO receives written notification from the SEC that the Resale Registration Statement will not be reviewed. SORRENTO agrees to use its commercially reasonable efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Resale Registration Statement”) relating to the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) three (3) years following the date of effectiveness of the Resale Registration Statement, (ii) the date on which MAYO no longer holds any Registrable Securities covered by such Resale Registration Statement, or (iii) the date that the Registrable Securities can be sold under Rule 144 without restriction.

Resale Registration Rights. The holders of the Securities and the Common Stock issuable upon conversion thereof are entitled to the benefits of a Registration Rights Agreement, dated as of May 13, 2002, between IKON and the Initial Purchasers (the "Registration Rights Agreement").

Resale Registration Rights. Parent hereby undertakes that, as soon as is reasonably practicable, Parent shall file a registration statement with the SEC (i) naming each of the holders of Parent Common Stock identified in Section 4.3(a)(vi) of the Parent Disclosure Letter as a Selling Stockholder and (ii) allowing for the resale of as many shares of Parent Common Stock held by Persons who are not Affiliates of Company Parent as Parent determines in good faith, after the Closing, Parent can reasonably include in such registration statement, not including any Dissenting Shares.

Resale Registration Rights. The Company shall register for resale all Conversion Shares simultaneously with any offering commenced to list the Common Stock on the Nasdaq Capital Market or other comparable national securities exchange.