Registration by the Company. Commencing on the Closing Date and for a period of three years thereafter, in the event that the Company intends to file a registration statement with the Securities and Exchange Commission under the Securities Act, other than registration statement on Form S-4 or S-8, or successor forms thereto, and registration statements filed but not effective prior to the termination of this Offering, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable Securities of the Holder in accordance with this Section 5.1. The Company shall advise the Holder of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Securities and Exchange Commission of any other registration statement under the Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form) or registration statements filed but not effective prior to the termination of this Offering, and upon the request of any such Holder within ten days after the date of such notice, include in any such registration statement such information as may be required to permit a public offering of the Holder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 5.1. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering of securities sold by the Company or on its behalf:
Registration by the Company. Unless the Company has the right to refuse registration pursuant to Section 3(c) hereof, the Company shall file a registration statement under the Securities Act covering the Registrable Shares which are the subject of any Demand Registration Request as soon as practicable after receipt by the Company of any such Demand Registration Request (each, a "Demand Registration"); provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company (or any proposed acquisition or disposition of assets or properties) and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish all Requesting Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental; provided, however, that the Company may not defer the filing of a registration statement for a period of more than 120 days after receipt of the Demand Registration Request of the Requesting Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period and shall give written notice to the Requesting Holders immediately after the reason for deferring the filing of the registration statement has ceased to exist. The Company shall not be required to register any Registrable Shares during any period in which it has exercised its deferral right as aforesaid.
Registration by the Company. If at any time or from time to time the Company proposes to file on its behalf a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to its Common Stock, other than a registration that has been initiated at the request of the holders of Registrable Securities (as defined below) pursuant to Section 1.2 or that has been initiated at the request of the holders of securities (other than Registrable Securities) of the Company who have been granted registration rights by the Company which are similar to the rights set forth in Section 1.2, the Company shall in each case give written notice at least thirty (30) days before the anticipated filing date to the Investors and each other holder of shares of Preferred Stock or of shares of Common Stock previously acquired by the conversion of Preferred Stock or the exercise of the Warrant ("Registrable Securities"). The notice shall offer to include in the filing, subject to reduction as provided below, the number of Registrable Securities held by such holder. If a holder desires to have any of its Registrable Securities registered under this Section 1.1, it shall advise the Company in writing within ten (10) days after receiving the Company's notice, setting forth the number of Registrable Securities for which registration is requested. In connection with any registration of any of the Registrable Securities pursuant to this Section 1.1, the Company shall pay all expenses of the registration and the related offering, including, without limitation, any and all special audits, legal and accounting fees and disbursements (including reasonable fees and disbursements of one legal counsel designated to represent all holders of Registrable Securities and selected by the holders of a majority of the Registrable Securities being registered), blue sky fees and expenses, printing costs and related disbursements arising out of the preparation, filing, amending and supplementing of the registration statement, but not including brokers' and underwriters' discounts and commissions which shall be paid by the holders of the Registrable Securities being registered. Neither the delivery of the notice by the Company nor the request by the holders of Registrable Securities shall in any way obligate the Company to file a registration statement and, notwithstanding such filing, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which ...
Registration by the Company. The first time after the date hereof that the Company files a registration statement under the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission to register for sale any of its shares of Common Stock, the Company will include for resale under the Act in the registration statement the Registrable Securities. The Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering:
Registration by the Company. The Company and the Purchaser hereby agree as follows:
Registration by the Company. Prior to the Closing Date, the Company shall file a registration statement covering the resale of the Shares and the Warrant Shares on Form S-3 under the Securities Act (if such form is then available for use by the Company, or if such form is not then available for use by the Company, such form as is then available to the Company for such registration), and thereafter diligently pursue the effectiveness of such registration statement; provided, however, solely in the event that the SEC does not permit the Company to file such registration statement prior to the Closing Date, the Company shall file such registration statement on or before the tenth business day following the Closing Date. The registration statement shall have been declared effective by the SEC on or before the ninetieth calendar day following the Closing Date, unless the registration statement is not declared effective due to action within the control of the SEC and unrelated to action within the control of the Company or the Company's agents or representatives; provided, however, that if the registration statement shall not have been declared effective on or before such ninetieth calendar day, the Company shall thereafter use its best efforts to cause such registration statement to be declared effective as promptly as possible, until such registration statement is declared effective.
Registration by the Company. (a) Subject to the prior consummation of all aspects of the IPO, which shall be a precondition to any obligation of the Company hereunder, the Company hereby agrees to include up to shares of Common Stock beneficially owned by the Affiliate Holder (the “Registered Securities”) for purposes of resale of the Registered Securities under a Registration Statement on Form S-1 (the “Resale Registration Statement”) as follows:
Registration by the Company. If the Distribution Registration Initiator gives written notice (the "Distribution Registration Notice") to the Company of the exercise of the registration rights granted pursuant to this Section 2, the Company shall (i) file the Distribution Registration Statement with the Commission within 45 days of the date of receipt of the Distribution Registration Notice, (ii) use its reasonable best efforts to cause the Distribution Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and (iii) use its reasonable best efforts to keep the Distribution Registration Statement effective for a period (the "Distribution Registration Period") terminating on the date which is the earlier of (x) the date which is four months after the date on which the Distribution Registration Statement is declared effective (the "Distribution Registration Effective Date") or (y) the date on which the Distribution has been completed; provided, however, that in the event it is necessary for the Company to file a post-effective amendment to the Distribution Registration Statement during the Distribution Registration Period in order to comply with applicable provisions of the Securities Act, it shall not constitute a violation of this paragraph (b) if, as a result of the filing of such amendment, the Distribution Registration Statement is not available to effect the Distribution until such time as such amendment is
Registration by the Company. Unless the Company has the right to refuse registration pursuant to Section 3(c) hereof, the Company shall file a registration statement under the Securities Act covering the Registrable Shares which are the subject of any Demand Registration Request as soon as practicable after receipt by the Company of any such Demand Registration Request (each,
Registration by the Company. If at any time or from time to time the Company shall propose to file on its behalf or on behalf of any of its security holders a registration statement under the Securities Act on Form S-1, X-0 xx S-3 (or on any other Form for the general registration of securities) with respect to any class of equity securities (or any class of securities convertible into or exchangeable or exercisable for such equity securities), other than a registration relating solely to a Rule 145 transaction, a registration of shares to be issued pursuant to an employee benefit plan or a registration on Form S-3 relating solely to a dividend reinvestment plan, the Company shall in each case:
