Registration of Resales Sample Clauses

Registration of Resales. The Company shall (i) file with the SEC a shelf registration statement on Form S-1 (or, if the Company is eligible to use such form, Form S-3) relating to the registration of the offer and resale by the Holders of all of the Registrable Securities (the “Shelf Registration Statement”) and (ii) use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC no later than the Effectiveness Deadline; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3(a), or keep such registration or the Shelf Registration Statement effective pursuant to Section 3(d)(i), during any Blackout Period. Any such Shelf Registration Statement on Form S-1 may be converted to Form S-3 upon or after the Company becoming eligible to use Form S-3.
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Registration of Resales. (a) Within the time period ending on the date thirty (30) days following the Effective Date (the “Filing Date”), the Company shall file with the Commission a Registration Statement to register under the Securities Act the Registrable Securities. The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective by the Commission as promptly as practicable, but in no event (i) more than ninety (90) days after the Effective Date or (ii) one hundred twenty (120) days after the Effective Date in the case of a review of the Registration Statement by the Commission. The Company will notify all Investors, and any successor, assign or transferee of the Investors then owning Registrable Securities (collectively, the “Investor Holders”) in the same manner when such Registration Statement becomes effective. Failure to so notify the Investor Holders within two (2) Business Days of such notification shall be deemed an Event under Section 2.1(c). With respect to any Securities issued by the Company to any Investor Holder following the Filing Date which become Registrable Securities, within the time period ending on the date sixty (60) days following such issuance (the “Amendment Filing Date”), the Company shall file with the Commission an amendment to the Registration Statement, a prospectus supplement to the Registration Statement or a new Registration Statement, as applicable, to register under the Securities Act such additional Registrable Securities. The Company shall use commercially reasonable efforts to cause any such amendment, prospectus supplement or new Registration Statement, as applicable, to be declared effective by the Commission as promptly as practicable, but in no event (i) more than ninety (90) days after such issuance or (ii) one hundred twenty (120) days after such issuance in the case of a review of such Registration Statement by the Commission. The Company will notify all Investors Holders in the same manner when such amendment, prospectus supplement or new Registration Statement becomes effective. Failure to so notify the Investor Holders within two (2) Business Days of such notification shall be deemed an Event under Section 2.1(c).
Sample 1
Registration of Resales. The Company agrees to use commercially reasonable efforts (i) to cause the Holders' offering and resale of their Registrable Securities to be registered under the Securities Act on a Registration Statement (the "Resale Registration Statement") to be filed by the Company on or before January 31, 1998 on a form permitted to be used by the Company for the registration under the Securities Act of the Holders' offering and resale of Registrable Securities (in accordance with the intended methods of distribution); and (ii) to cause the Resale Registration Statement to be declared effective by the Pooling Restriction Termination Date or as soon as practicable thereafter.
Sample 1
Registration of Resales. Subject to Section 2.1(b), FelCor will file with the SEC a Registration Statement under Rule 415 with respect to all Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective no later than the expiration of the Lock-Up Period. Subject to Section 2.1(b), FelCor will file with the SEC, if necessary, a Registration Statement under Rule 415 with respect to all shares
Sample 1
Registration of Resales. (a) Within 30 days following the Effective Date, UDRT shall file with the SEC a Registration Statement which shall provide for resales of all Registrable Securities. The Registration Statement shall be on the appropriate form and shall comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Securities for resale by the Holders on a delayed or continuous basis during the Effective Period (as defined below) pursuant to Rule 415 under the Securities Act, and designating the manner by which such resale may be conducted (including, without limitation, one or more Underwritten Offerings). UDRT shall use its best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable. UDRT will notify the Holders in writing when such Registration Statement becomes effective.
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Registration of Resales. (a) REGISTRATION OF RESALES ON FORM S-4. Parent will use its reasonable efforts to register for resale all of Stockholder's Registrable Securities under the Securities Act on the Form S-4 Registration Statement and will use reasonable efforts to file and cause to become effective from and after the Effective Time any post-effective amendment to the Form S-4 Registration Statement necessary to effect such registration of such resale.
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Registration of Resales. Subject to Section 2.1(b), FelCor will file with the SEC a Registration Statement under Rule 415 with respect to all Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective no later than the expiration of the Lock-Up Period. Subject to Section 2.1(b), FelCor will file with the SEC, if necessary, a Registration Statement under Rule 415 with respect to all shares of FelCor Common Stock issued in the Merger and held by officers and directors of Bristol Hotels & Resorts, Inc., a Delaware corporation ("BHR"), who may be deemed to be "affiliates" under Rule 145 at the Effective Time and use its reasonable best efforts to cause such Registration Statement to be effective as of the Effective Time.
Sample 1
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Registration of Resales. (a) Within the time period beginning the date 350 days following the Effective Date and ending on the date 378 days following the Effective Date, UDRT shall file with the SEC a Registration Statement which shall provide for the issuance and resale of all Registrable Securities. The Registration Statement shall be on the appropriate form and shall comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Securities for issuance or resale by the Holders on a delayed or continuous basis during the Effective Period (as defined below) pursuant to Rule 415 under the Securities Act, and designating the manner by which such issuance or resale may be conducted (including, without limitation, one or more Underwritten Offerings). UDRT shall use its best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable. UDRT will notify the Holders in writing when such Registration Statement becomes effective.
Sample 1

Related to Registration of Resales

  • Registration of Units The Employee’s right to receive the RSU Shares shall be evidenced by book entry (or by such other manner as the Committee may determine).

  • Registration, etc Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

  • Registrations on Form S-3 The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

  • Limitations on Form S-3 Registration The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:

  • Suspension of Registration If the continued use of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

  • Registration of Warrants The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

  • Registration Rights under the Registration Statement No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Registration of ADS Transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason). Up to U.S. $5.00 per 100 ADSs (or fraction thereof) transferred. Person for whom or to whom ADSs are transferred.

  • Registration; Registration of Transfer and Exchange; Restrictions on Transfer (a) The Company shall cause to be kept at the applicable Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 6.02 being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and transfers of Securities. The Trustee is hereby appointed “Security Registrar” (the “Security Registrar”) for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at an office or agency of the Company designated pursuant to Section 6.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate Principal Amount and tenor, each such Security bearing such restrictive legends as may be required by this Indenture (including Sections 2.02, 2.05 and 3.09). At the option of the Holder and subject to the other provisions of this Section 3.05 and to Section 3.09, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. As a condition to the registration of transfer of any Restricted Securities, the Company or the Trustee may require evidence satisfactory to them as to the compliance with the restrictions set forth in the legend on such securities. Except as provided in the following sentence and in Section 3.09, all Securities originally issued hereunder and all Securities issued upon registration of transfer or exchange or replacement thereof shall be Restricted Securities and shall bear the legends required by Sections 2.02 and 2.05, unless the Company shall have delivered to the Trustee (and the Security Registrar, if other than the Trustee) a Company Order stating that the Security is not a Restricted Security and may be issued without such legend thereon. Securities that are issued upon registration of transfer of, or in exchange for, Securities that are not Restricted Securities shall not be Restricted Securities and shall not bear such legend. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04 not involving any transfer. Neither the Company nor the Security Registrar shall be required to exchange or register a transfer of any Security (i) during the period beginning at the opening of business 15 days before the earliest date on which a notice of redemption is deemed to have been given to all Holders of Securities to be redeemed and ending at the close of business on the date on which a notice of redemption is deemed to have been given to all Holders of Securities to be redeemed, (ii) after any notice of redemption has been given to Holders, except that where such notice provides that such Security is to be redeemed only in part, the Company and the Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be redeemed, (iii) that has been surrendered for conversion or (iv) as to which a Fundamental Change Repurchase Notice has been delivered and not withdrawn, except that where such Fundamental Change Repurchase Notice provides that such Security is to be purchased only in part, the Company and the Security Registrar shall be required to exchange or register a transfer of the portion thereof not to be purchased.

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