Resale Registration Statement Sample Clauses

Resale Registration Statement. Prior to the Closing Date, the Company shall prepare and file with the Commission a registration statement on Form S-3 or any successor thereto to register offers and sales of New Notes and Exchange Shares by the Holders pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). (A) The Resale Registration Statement filed with the Commission shall be consistent in all material respects with the last forms of such documents provided to the Holders and their counsel to review prior to the filing thereof. The Company shall: (x) advise the Holders promptly of the time when the Resale Registration Statement has become effective and shall furnish the Holders with copies thereof; and (y) advise the Holders promptly after the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Resale Registration Statement, of the initiation or threatening of any proceeding for any such purpose and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Resale Registration Statement or suspending any such qualification, to use promptly its commercially reasonable efforts to obtain its withdrawal. (B) The Company shall use its commercially reasonable efforts to (x) have the Resale Registration Statement declared effective by the Commission prior to the Closing Date and (y) maintain the Resale Registration Statement under the Securities Act for a period of one hundred eighty days (180) days following the Closing Date (such date, the “Termination Date”, and the period from and after the Closing Date to the Termination Date, the “Resale Period”). The Company shall take all action as may be necessary or advisable so that the issuance of the New Notes and the Exchange Shares, and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (C) The Company shall indemnify and hold harmless the Holders, their respective Affiliates, and their respective officers, directors, members, partners, employees, agents, investment managers and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several (“Losses”), arising from any untrue statement of a material fact or omission of a material fact required to be stated in the Resale R...

Resale Registration Statement. Within 21 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once.

Resale Registration Statement. As soon as practicable (and in any event within forty-five (45) calendar days of the date of the Purchase Agreement), the Company shall file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available to the Company) providing for the resale by the Holder of the Warrant Shares issued and issuable upon exercise of the Warrants or shall include such Warrant Shares issued and issuable upon exercise of the Warrants in any other registration statement on Form S-3 filed by the Company. The Company shall use commercially reasonable efforts to cause such registration to become effective within ninety (90) days following the Closing Date (as defined in the Purchase Agreement) and to keep such registration statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until the Purchaser does not own any Warrants or Warrant Shares issuable upon exercise thereof.

Resale Registration Statement. The Company agrees to file with the SEC a registration statement (the “Registration Statement”), on Form S-3 or any successor form, so as to permit a non-underwritten public offering and resale of the Shares by Celera on a delayed or continuous basis under Rule 415 of the Securities Act. The Company will use its commercially [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. reasonable efforts to cause the Registration Statement to be filed and declared effective under the Securities Act no later than June 30, 2007. The Company will prepare and file with the SEC such amendments and supplements to the Registration Statement and take all such other actions as may be necessary to keep the Registration Statement effective for a period (the “Registration Period”) ending on the earliest of (a) the first date on which all of the Shares held by Celera could be sold by Celera either (i) pursuant to Rule 144(k) under the Securities Act (or any successor rule thereto) or (ii) in any three month period pursuant to Rule 144 under the Securities Act (or any successor rule thereto); (b) the date that all Shares held by Celera have been sold (I) pursuant to the Registration Statement, (II) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction, and/or (III) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; and (c) the second anniversary of the effective date of the Registration Statement.

Resale Registration Statement. If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Exchange Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Exchange Shares by Affiliates or others whose Exchange Shares are not covered by a Registration Statement filed pursuant to subsection (a) above. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Exchange Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Resale Registration Statement. The Companies shall file a resale registration statement covering any resales of Paired Shares delivered by the Companies to NMSSI pursuant to this Agreement and the Purchase Agreement (a "Resale Registration Statement") within 45 Business Days of the Closing Date and the Companies shall use their best efforts to obtain effectiveness of such Resale Registration Statement within 90 Business Days of the Closing Date. If the Paired Shares delivered by the Companies to NMSSI pursuant to the Purchase Agreement are not the subject of a Resale Registration Statement that has been declared effective under the Securities Act by the Commission (an "Effective Resale Registration Statement") within 90 Business Days of the Closing Date, the Spread shall increase, retroactively effective commencing on the Initial Settlement Date, to the Spread plus 125 basis points. At such time as the Purchase Shares are the subject of an Effective Resale Registration Statement, the Spread shall be reduced, from and after such time, to the Spread. The Companies further agree that they will cause any Resale Registration Statement to remain in effect until the earliest of the date on which (i) the Notional Shares plus all of the Interim Settlement Shares and any other Paired Shares delivered by the Companies to NMSSI pursuant this Agreement have been sold by or on behalf of NMSSI, or (ii) NMSSI has advised the Companies that it no longer requires that such registration be effective. The provisions of Section 5.2 and Section 7.2 of the Purchase Agreement shall be deemed to apply to any Resale Registration Statement filed by the Companies pursuant to this Agreement.

Resale Registration Statement. The Company reserves the right at any time to file and cause to become effective a registration statement covering the resale of the New Warrant Shares. Holder hereby covenants and agrees to promptly provide the Company with any material information that is reasonably required to be provided in such registration statement with respect to such Holder, including the completion, execution, acknowledgement and delivery of customary selling stockholder questionnaires and other documents, certificates, instruments, representations and warranties and indemnities as may be reasonably requested by the Company in connection with the filing of such registration statement, including, without limitation, representations and warranties (or indemnities with respect thereto) in connection with (i) Holder’s ownership of New Warrant Shares to be transferred free and clear of all liens, claims and encumbrances, (ii) Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with applicable law by Holder. The Company may require Holder, by written notice given to Holder not less than seven (7) Trading Days prior to the filing date of a registration statement, to promptly, and in any event within five (5) Trading Days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the New Warrant Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. Notwithstanding anything to the contrary contained herein, (i) the provisions of this Section 4.3 shall not be applicable to the extent that the Holder is required to be named as an underwriter in any resale registration statement, and (ii) any indemnities required to be provided in this Section 4.3 by the Holder shall apply solely with respect to written information provided by the Holder specifically for use in such registration statement, and such indemnities shall be limited to net proceeds received by such Holder with respect to sales of New Warrant Shares.

Resale Registration Statement. As soon as practicable (and in any event within thirty (30) calendar days from the Initial Tranche Closing Date), the Company shall file a Registration Statement on Form S-3 (or Form S-1 if Form S-3 is not available to the Company) providing for the resale by the Buyer of the Conversion Shares issued and issuable upon conversion of the Notes or shall include such Conversion Shares issued and issuable upon conversion of the Notes in any other Registration Statement on Form S-3 filed by the Company. The Company shall use commercially reasonable efforts to cause such registration to become effective within sixty (60) days following the Initial Tranche Closing Date and to keep such registration statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no Securities are outstanding.

Resale Registration Statement. Each Investor acknowledges and agrees that the Company intends to use the information set forth in such Investor’s Investor Questionnaire in preparing a resale registration statement (the “Resale Registration Statement”) pursuant to the Registration Rights Agreement and hereby consents to such use. After the Closing Date and through the date that such Resale Registration Statement is declared effective, each Investor agrees to promptly notify the Company of any changes to the information contained in its Investor Questionnaire.