Common use of Registration Procedure Clause in Contracts

Registration Procedure. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as is reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective and maintain the qualifications referred to in Section 4(d) below for such period as may be necessary for the selling Holders to dispose of the Registrable Securities being offered for sale. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act. (c) Furnish to the Holders of the Registrable Securities covered by such registration statement such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction but the Company may be required to file a consent to service substantially in the form of the Uniform Consent to Service of Process Form U-2. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each selling Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notify each holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Furnish to each Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. Section 5.

Registration Procedure. Whenever required If obligated to file a Registration Statement under this Agreement to effect Section 5.2, Agritope shall follow the registration of any Registrable Securities, the Company shall, as expeditiously as is reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and procedures set forth in this Section 5.3. Agritope shall use its best efforts to cause such registration statement the Registration Statement to become effective under the 1933 Act and remain effective and to maintain the qualifications referred to in Section 4(d) below for such period as may be necessary for the selling Holders to dispose effectiveness of the Registrable Securities being offered Registration Statement for salea period of 90 days or, if the Registration Statement is on Form S-3, two years. (b) Prepare and file with the SEC such amendments and supplements If required to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions permit resale of the Securities Act. (c) Furnish to Eligible Shares in the Holders state of the Registrable Securities covered by such registration statement such number of copies of a prospectusNew York, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them. (d) Use Agritope shall use its best efforts to register and or qualify the securities Eligible Shares covered by such registration statement the Registration Statement under such jurisdictions as shall be reasonably requested by the Holdersblue sky laws of the state of New York, provided that the Company Agritope shall not be required in connection therewith or as a condition precedent thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction but the Company may be state of New York. If required by applicable law, Agritope shall furnish to file a consent to service substantially in the form holders of the Uniform Consent to Service registered Eligible Shares such reasonable number of Process Form U-2. (e) In the event copies of any underwritten public offering, enter into and perform its obligations under an underwriting agreementa prospectus, in usual and customary form, conformity with the managing underwriter requirements of the 1933 Act, and any amendments or supplements thereto and such offeringother documents as the holders of the registered Eligible Shares may reasonably request in order to facilitate the disposition of the registered Eligible Shares after the Registration Statement has been declared effective. Each selling Holder participating in such underwriting Agritope shall also enter into and perform its obligations under such an agreement. (f) Notify each holder use reasonable efforts to notify the holders of Registrable Securities covered by such registration statement, at any time the registered Eligible Shares when a prospectus relating thereto covered by such registration statement to the Eligible Shares is required to be delivered under the Securities 1933 Act, to notify the holders of the registered Eligible Shares of the happening of any event as a result of which the prospectus included in such registration statementthe Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Furnish , to each Holder requesting registration of Registrable Securities pursuant to this Agreement, file as promptly as may be practicable under the circumstances such amendments and supplements as may be required on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective (i) an opinion, dated such date, of the counsel representing the Company for the purposes account of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the underwriters, if anyevent, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated use its best efforts to cause each such date, from the independent certified public accountants amendment to become effective. The holders of the Companyregistered Eligible Shares shall not effect sales of Eligible Shares after receipt of notice from Agritope that any such amendment or supplement is required on account of any such event, in form and substance until the amendment becomes effective or the supplement has been filed. Agritope's obligations under this Section 5.3 shall expire at such time as Agritope is customarily given by independent certified public accountants no longer required to underwriters in an underwritten public offering, addressed to maintain the underwriters, if any, and to effectiveness of the Holders requesting registration of Registrable Securities. Section 5Registration Statement as provided for above.

Registration Procedure. Whenever required If obligated to file a Registration Statement under this Agreement to effect Section 5.2, Agritope shall follow the registration of any Registrable Securities, the Company shall, as expeditiously as is reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and procedures set forth in this Section 5.3. Agritope shall use its best efforts to cause such registration statement the Registration Statement to become effective under the 1933 Act and remain effective and to maintain the qualifications referred to in Section 4(d) below for such period as may be necessary for the selling Holders to dispose effectiveness of the Registrable Securities being offered Registration Statement for salea period of 90 days. (b) Prepare and file with the SEC such amendments and supplements If required to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions permit resale of the Securities Act. (c) Furnish to Eligible Shares in the Holders state of the Registrable Securities covered by such registration statement such number of copies of a prospectusNew York, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them. (d) Use Agritope shall use its best efforts to register and or qualify the securities Eligible Shares covered by such registration statement the Registration Statement under such jurisdictions as shall be reasonably requested by the Holdersblue sky laws of the state of New York, provided that the Company Agritope shall not be required in connection therewith or as a condition precedent thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction but the Company may be state of New York. If required by applicable law, Agritope shall furnish to file a consent to service substantially in the form holders of the Uniform Consent to Service registered Shares such reasonable number of Process Form U-2. (e) In the event copies of any underwritten public offering, enter into and perform its obligations under an underwriting agreementa prospectus, in usual and customary form, conformity with the managing underwriter requirements of the 1933 Act, and any amendments or supplements thereto and such offeringother documents as the holders of the registered Shares may reasonably request in order to facilitate the disposition of the registered Shares after the Registration Statement has been declared effective. Each selling Holder participating in such underwriting Agritope shall also enter into and perform its obligations under such an agreement. (f) Notify each holder use reasonable efforts to notify the holders of Registrable Securities covered by such registration statement, at any time the registered Shares when a prospectus relating thereto covered by such registration statement to the Shares is required to be delivered under the Securities 1933 Act, to notify the holders of the registered Shares of the happening of any event as a result of which the prospectus included in such registration statementthe Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Furnish , to each Holder requesting registration of Registrable Securities pursuant to this Agreement, file as promptly as may be practicable under the circumstances such amendments and supplements as may be required on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective (i) an opinion, dated such date, of the counsel representing the Company for the purposes account of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the underwriters, if anyevent, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated use its best efforts to cause each such date, from the independent certified public accountants amendment to become effective. The holders of the Companyregistered Shares shall not effect sales of Eligible Shares after receipt of notice from Agritope that any such amendment or supplement is required on account of any such event, in form and substance until the amendment becomes effective or the supplement has been filed. Agritope's obligations under this Section 5.3 shall expire at such time as Agritope is customarily given by independent certified public accountants no longer required to underwriters in an underwritten public offering, addressed to maintain the underwriters, if any, and to effectiveness of the Holders requesting registration of Registrable Securities. Section 5Registration Statement as provided for above.

Registration Procedure. Whenever required If obligated to file a Registration Statement under this Agreement to effect the registration of any Registrable SecuritiesSection 6.1, the Company shall, as expeditiously as is reasonably possible: (a) Prepare and file with shall follow the SEC a registration statement with respect to such Registrable Securities and procedures set forth in this Section 6.2. The Company shall use its best efforts to cause such registration statement the Registration Statement to become effective under the 1933 Act and remain effective and to maintain the qualifications referred to in Section 4(d) below for such period as may be necessary for the selling Holders to dispose effectiveness of the Registrable Securities being offered Registration Statement for salea period of 90 days. (b) Prepare and file with If required by applicable law, the SEC such amendments and supplements Company shall furnish to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions holder of the Securities Act. (c) Furnish to the Holders of the Registrable Securities covered by registered Warrant Shares such registration statement such reasonable number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities 1933 Act, and any amendments or supplements thereto and such other documents as they the holder of the registered Warrant Shares may reasonably request in order to facilitate the disposition of the Registrable Securities owned by themregistered Warrant Shares after the Registration Statement has been declared effective. (d) Use its best The Company shall use reasonable efforts to register and qualify notify the securities covered by such registration statement under such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction but the Company may be required to file a consent to service substantially in the form holder of the Uniform Consent to Service of Process Form U-2. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each selling Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notify each holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, registered Warrant Shares of the happening of any event as a result of which the prospectus included in such registration statementthe Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Furnish , to each Holder requesting registration of Registrable Securities pursuant to this Agreement, file as promptly as may be practicable under the circumstances such amendments and supplements as may be required on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective (i) an opinion, dated such date, of the counsel representing the Company for the purposes account of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the underwriters, if anyevent, and to use its best efforts to cause each such amendment to become effective. The holder of the Holders requesting registration registered Warrant Shares shall not effect sales of Registrable Securities and (ii) a letter dated such date, Warrant Shares after receipt of notice from the independent certified public accountants Company that any such amendment or supplement is required on account of any such event, until the amendment becomes effective or the supplement has been filed. The Company's obligations under this Section 6.2 shall expire at such time as the Company is no longer required to maintain the effectiveness of the Company, in form and substance Registration Statement as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. Section 5provided for above.