S-8 Registration Statement. From and after the Closing, Parent will reserve for issuance the number of shares of Parent Common Stock that will become subject to the Assumed RSU Awards and, effective as of the Closing, will cause the offering and sale of shares of Parent Common Stock issuable upon settlement thereof to be permitted by a Registration Statement on Form S-8 or other appropriate form (the “S-8 Registration Statement”) and will use reasonable best efforts to maintain the effectiveness of the S-8 Registration Statement thereafter for so long as any of such Assumed RSU Awards remains outstanding.
S-8 Registration Statement. As of the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Parent Common Stock subject to Rollover Options and Other Stock Awards.
S-8 Registration Statement. Bergen agrees to use its reasonable efforts to file with the Securities and Exchange Commission (the "SEC") as promptly as practicable (but in no event more than ten business days) after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Bergen Common Stock issuable upon exercise of the Bergen Exchange Options and use its reasonable efforts to cause such registration statement to remain effective until the exercise or expiration of such options.
S-8 Registration Statement. As promptly as practicable after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (together with all amendments thereto, the “S-8 Registration Statement”) in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued upon the exercise of Company Options assumed in the Merger. Prior to the filing of the S-8 Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock to be issued upon the exercise of Company Options assumed in the Merger.
S-8 Registration Statement. As soon as practicable after the Effective Date, but in no event more than fifteen (15) days thereafter, Cognex shall prepare and file with the SEC a registration statement on Form S-8 covering the Cognex Common Shares issuable upon exercise of Isys Options.
S-8 Registration Statement. Dianon shall prepare and file with the SEC a Registration Statement on Form S-8 (the "S-8 Registration Statement") registering the issuance of Dianon Common Stock issuable on exercise of the Assumed Stock Options to be converted pursuant to Section 1.8, and shall use its best efforts to cause the S-8 Registration Statement to become effective on or prior to the Effective Time. If necessary to permit re-offers and resales by holders of the Assumed Stock Options, Dianon also shall prepare a "re-offer prospectus" (as that term is used in General Instruction C-1 of Form S-8) and file the re-offer prospectus with a post-effective amendment to the S-8 Registration Statement and cause any such post-effective amendment to become effective and remain effective for such period as is necessary to permit such re-offers and resales.
S-8 Registration Statement. For a period of one year from the Closing -------------------------- Date, the Company will not issue any shares or options under the Company's 2000 Stock Option/Stock Issuance Plan.
S-8 Registration Statement. As soon as reasonably practicable after the Effective Time, Parent shall file a registration statement on Form S-8 with the SEC covering the issuance of all shares of Parent Common Stock issuable upon exercise of any Company Option assumed by Parent in connection with the Merger.
S-8 Registration Statement. As contemplated by Section 2.2 hereof, ECI shall prepare and file as soon as practicable after the Closing Date and use its best commercial efforts to maintain the effectiveness of, a Registration Statement on Form S-8 with respect to the ECI Shares to be issued upon exercise of the ECI options in accordance with Exhibit 2.2 hereto.
S-8 Registration Statement. Urohealth agrees that as soon as reasonably practicable after the Effective Time it will cause to be filed one or more Registration Statements on Form S-8 under the Securities Act, or amendments to any existing Registration Statements on Form S-8 covering stock options and warrants, to register the Urohealth Shares issuable upon exercise of the Imagyn converted options or warrants, and at or prior to the Effective Time, Urohealth shall take all corporate action necessary to reserve for issuance a sufficient number of Urohealth Shares for delivery upon exercise of the options and warrants, conversion of convertible securities or otherwise pursuant to other contractual commitments assumed pursuant to Section 3.3 hereof. The consummation of the Merger shall not be treated as a termination of employment for purposes of any Imagyn option plan.
