Obligation to Register. The Company agrees to use its best efforts to file with the Commission no later than December 31, 2001, a registration statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act covering all of the Shares. Such registration statement shall be on Form S-3 under the Securities Act, if such Form is then available for use by the Company, or another appropriate form that is available to the Company permitting registration of such Shares for resale by the holders of Convertible Notes or Shares ("Holders") in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities to be offered for sale by the Company to be included in such registration statement. The Company shall use its best efforts to cause such registration statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, and, subject to applicable laws, rules and orders, to keep such registration statement continuously effective under the Securities Act for five years after the Closing date, or such shorter period ending when there cease to be outstanding any Shares or Convertible Notes held by the Holders. Notwithstanding the foregoing, the Holders acknowledge that in connection with the Company's contemplated acquisition strategy, the Company may file a registration statement relating to shares of Common Stock to be issued in connection with such acquisition. In such event, if the Board of Directors of the Company reasonably determines that the Company will be filing a registration statement under the Securities Act in connection with an acquisition, then any registration statement required to be filed by this Section 13.2 or Section 13.3 hereof may be temporarily delayed at the discretion of the Company's Board of Directors, and the Shares which would have been otherwise included in such registration statement shall be included in the Company's registration statement to be filed in connection with the contemplated acquisition, so that the Company would not be required to file more than one registration statement in any consecutive six-month period; provided, however, that the provisions of this sentence shall not be applicable, and the Company shall not be permitted to delay the filing of a registration statement registering the Shares, in the event that the Company proposes, in connec...
Obligation to Register. Grantee acknowledges and agrees that the Company does not have any present intention and is under no obligation to register the Option Shares under the Securities and Exchange Act of 1933 or applicable state securities laws.
Obligation to Register. The Supplier shall ensure that it is Registered in respect of each Supply Point prior to the Earliest Supply Start Date for that Supply Point.
Obligation to Register. WMGC shall use its best efforts to register the Common Stock to be issued hereunder, and the Common Stock issuable upon exercise of the Option, on Form S-8 to permit the resale of the Common Stock by Rametra (the "Registration Statement"). In addition, WMGC shall:
Obligation to Register. If a class of the Company's equity securities is not otherwise registered pursuant to Section 12(d) or Sections 12(g)(1)(A) or (B) of the Exchange Act, the Company shall (a) use its best efforts to register the Class A Common Stock, on a voluntary basis, with the Commission pursuant to Section 12(g) of the Exchange Act and to have such registration declared effective as soon as possible after the date hereof, and (b) file all periodic and other reports and filings required to be filed by issuers with a class of equity securities registered under Sections 12(d) or (g) of the Exchange Act.
Obligation to Register. If the Company determines, in its discretion, to register any of its securities under the Securities Act in connection with the public offering of such securities for cash, either for its own account or the account of a security holder on a form in which the Registrable Securities may be included, other than (i) a registration relating to employee stock option, stock purchase or other benefit plans, (ii) a registration relating to Rule 145 of the Securities Act or similar transaction, or (iii) a registration on any form that does not include substantially the same information as could be required to be included in a registration statement covering the sale of Registrable Securities, the Company will (i) promptly give to each Holder written notice thereof; and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within twenty (20) days after mailing of written notice by the Company, by any Holder, except as set forth in Section 2.2 below.
Obligation to Register. Subject to the conditions of this Section 3.1, if the Company shall receive at any time a written request from the Holders of more than fifty percent (50%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to the public in excess of $10,000,000 (excluding underwriting discounts and commissions), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders and subject to the limitations of this Section 3.1, shall use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered.
Obligation to Register. As indicated above, registration with the International Department of the Central Bank is a prerequisite for the concessionaire that wishes to file a claim for unjust termination against its foreign supplier. Failure to comply with this obligation may result in the concessionaire being barred from filing a Law No. 173 claim. With the application of the CAFTA-DR, in principle, the International Department of the Central Bank should not register any contracts where the parties express that they are not going to govern their relationship under Law No. 173 provisions.
Obligation to Register. Empyrean covenants and agrees that it will use best efforts to file, as promptly as possible, an amendment to the Registration Statement on Form S-4 (Registration No. 333-84147) filed by Empyrean with the Securities Exchange Commission (the "SEC") on ________ __, 2000 (hereafter, as so amended, the "Registration Statement"), which amendment will, among other matters, seek to register for public resale by IBC from time to time in accordance with applicable law and regulations (i) the 5,000,000 shares of Empyrean common stock to be issued to IBC pursuant to Section 4.1(i) hereof (the "Shares"), (ii) the option and the 2,226,000 option shares (the "Option Shares") to be granted to IBC pursuant to the terms of the Option Agreement and (iii) approximately 476,000 shares of Empyrean common stock issued to IBC in April, 2000.
Obligation to Register. The Corporation shall use its best efforts to qualify for registration on Form S-3 within 18 months after the date of this Agreement; to that end the Corporation shall, no later than the date that is six (6) months after the date of this Agreement, use its best efforts to file and have declared effective by the Securities and Exchange Commission a registration statement (whether or not required by law to do so) for the registration of its common stock under Section 12 of the Exchange Act. After the Corporation has qualified for the use of Form S-3, the Initiating Holders of Registrable Securities shall have the right to request a registration on Form S-3 under this Section 2.2 (such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such Person or Persons); provided that the Corporation shall not be required to effect a registration pursuant to this Section 2.2 unless the Person or Persons requesting registration propose to dispose of shares of Registrable Securities which will have an aggregate offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000.
