Resale Shelf. If the SEC does not approve registration of the Exchange Offer or an Exchange Offer would not be permitted by applicable laws, the Company shall use its reasonable best efforts to prepare, and no later than the Filing Deadline, to file with the SEC a registration statement covering the resale of all unregistered Registrable Securities then issued or issuable with respect to the amounts paid under the Note as of the date the Registration Statement is initially filed with the SEC. The registration statement so filed will be either (i) an automatic registration statement on Form S-3, (ii) an amendment to the Company’s existing automatic registration statement on Form S-3 (File No. 333-181190), as amended, filed with the SEC on May 7, 2012, or (iii) a registration statement on such other form for registration of the Registrable Securities under the Securities Act (each of (i), (ii) and (iii) above, a “Registration Statement”). In the case such registration statement is not automatically effective pursuant to Rule 463(e) promulgated under the Securities Act, the Company shall use its reasonable best efforts to have such Registration Statement declared effective by the SEC as promptly as practicable.
Resale Shelf. The Company agrees that, no later than twelve (12) months after the Closing, it will file with the SEC (at its sole cost and expense) a registration statement under the 1933 Act registering the resale of the Shares (the “Shelf Registration Statement”), and it shall use its commercially reasonable efforts to have the Shelf Registration Statement declared effective as soon as practicable after the filing thereof. The Company agrees to cause such Registration Statement, or another Shelf Registration Statement that includes the Shares, to remain effective until the earliest of (X) the date on which the Investor ceases to hold any Shares or (Y) the first date on which the Investor is able to sell all of the Shares under Rule 144 within the following ninety (90)-day period without limitation as to the amount of such securities that may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. The Investor agrees to disclose its ownership to the Company upon request to assist it in making the determination described above. The Investor acknowledges and agrees that the Company may suspend the use of any such Registration Statement if it determines (A) that the use of such Registration Statement would require the inclusion of financial statements that are unavailable for issue for reasons beyond the Company’s control, or (B) that in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the 1934 Act; provided that (1) the Company shall not so suspend the use of the Shelf Registration Statement on more than two (2) occasions or for a period of more than sixty (60) consecutive days or more than a total of one hundred twenty (120) calendar days, in each case in any three hundred sixty (360)-day period, (2) the Company shall have a bona fide business purpose, as determined by the Board of Directors, for not making such information public and (3) the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Investor of such securities as soon as practicable thereafter. The Company’s obligations to include the Shares for resale in the Shelf Registration Statement are contingent upon the Investor furnishing in writing to the Company such information reg...
Resale Shelf. (a) On or before August 18, 1999, Purchaser shall file a registration statement on Form S-3 ("Registration Statement") with the SEC for the public sale by the Key Employee of the Stock Consideration not placed in Escrow pursuant to Section 1.1(b). If the SEC decides not to review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective not later than seven days following the SEC's communication of such no-review to Purchaser. If the SEC does review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Purchaser shall pay all expenses in connection with the preparation and filing of the Registration
Resale Shelf. (a) On or before August 18, 1999, Purchaser shall file a registration statement on Form S-3 ("Registration Statement") with the SEC for the public sale by the Sole Shareholder of the Stock Consideration not placed in Escrow pursuant to Section 1.4(b). If the SEC decides not to review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective not later than seven days following the SEC's communication of such no-review to Purchaser. If the SEC does review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Purchaser shall pay all expenses in connection with the preparation and filing of the Registration Statement, but in no event will Purchaser be obligated to pay the Sole Shareholder's underwriting discounts, if any.
Resale Shelf. At any time and from time to time, the Shareholders and any FPC Affiliate Transferees may make a written request to the Company to register Registrable Securities that are subject to holding period or volume restrictions under Rule 144 held by such Shareholders and any FPC Affiliate Transferees of Registrable Securities with the SEC on a shelf registration statement. Each request shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended means of disposition thereof.
Resale Shelf. If the Warrant Registration Statement shall register the sale of the Warrant Shares (a "Resale Shelf") as provided in Section 7.1 above, the Company agrees to:
Resale Shelf. (a) On or before August 18, 1999, Buyer shall file a registration statement on Form S-3 ("Registration Statement") with the SEC for the public sale by Seller or the Partners of the Initial Shares. If the SEC decides not to review the Registration Statement, Buyer shall use commercially reasonable efforts to cause the Registration Statement to become effective not later than seven days following the SEC's communication of such no-review to Buyer. If the SEC does review the Registration Statement, Buyer shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Buyer shall pay all expenses in connection with the preparation and filing of the Registration Statement, but in no event will Buyer be obligated to pay Seller's or the Partners' underwriting discounts, if any.
Resale Shelf. Unistar will file, and use it best efforts to have declared effective by the Commission, a Registration Statement on Form S-3 as soon as practicable after the conditions for use of such form are satisfied to register the resale of the shares of Unistar Common Stock received by the Shareholders pursuant to the Exchange Agreement and the Underlying Shares.
Resale Shelf. (a) On or before August 18, 1999, Buyer shall file a registration statement on Form S-3 (or any other similar successor form) ("Registration Statement") with the SEC for the public sale by the Stockholders of one-half (1/2) of the Stock Consideration. If the SEC decides not to review the Registration Statement, Buyer shall use commercially reasonable efforts to cause the Registration Statement to become effective not later than seven days following the SEC's communication of such no-review to Buyer and to remain effective for a period of 90 days following such effectiveness. If the SEC does review the Registration Statement, Buyer shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Buyer shall pay all expenses in connection with the preparation and filing of the Registration Statement, but in no event will Buyer be obligated to pay the Stockholders' underwriting discounts, if any.
Resale Shelf. The Company will use commercially reasonable efforts to file with the Commission a registration statement on Form S-3 (the “Resale Shelf Registration Statement”) under Rule 415 under the Securities Act that complies as to form in all material respects with applicable Commission rules to Register the resale of such Registrable Securities by the Holders thereof, such filing to be made within the forty five (45) day period following the beginning of the Supplemental Rights Period. The Company shall give written notice of the proposed filing of the Resale Shelf Registration Statement to all Holders of Registrable Securities as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in the Resale Shelf Registration Statement and to register the resale of their Registrable Securities. The Company shall use its best efforts to cause the Resale Shelf Registration Statement filed with the Commission to be declared effective by the Commission as soon as practicable following the filing thereof. Subject to Section 4, the Company agrees to use its best efforts to keep the Resale Shelf Registration Statement continuously effective through the end of the Supplemental Rights Period.
