Registration Statement on Form S-3. The Purchaser will use its ---------------------------------- best efforts to meet the requirements for eligibility set forth in paragraph A. of the General Instructions to Form S-3, as promulgated by the U.S. Securities and Exchange Commission in fulfilling its obligations under Section 11 hereof.
Registration Statement on Form S-3. (a) As soon as reasonably practicable after the Closing, but in any event on or before December 31, 2000, the Purchaser shall file with the SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("Registration Statement") to register the resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (as defined in Paragraph (e) below). After the Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Re...
Registration Statement on Form S-3. As of the date hereof, the ---------------------------------- Purchaser is aware of no events, actions or conditions which would prevent the Purchaser from being able to comply with the provisions of Section 11.1(a) of this Agreement, and will use its best efforts to continue to be eligible to comply with the provisions of Section 11.1(a).
Registration Statement on Form S-3. RESOLVED, that the Company and the Authorized Officers, and each of them, be, and hereby are, for and on behalf of the Company, authorized, directed and empowered to prepare or cause to be prepared a Registration Statement on Form S-3 or such other form as the Company may be permitted to use (including the prospectus, all financial statements, all exhibits and other documents relating thereto) (the “Registration Statement”) in connection with the sale, from time to time, by Aspire of the Securities (the “Resale Offering”); RESOLVED FURTHER, that all actions of the Authorized Officers, and each of them, for and on behalf of the Company, in preparing and in directing Xxxxx Day, counsel to the Company, to prepare the Registration Statement (including the prospectus, all exhibits and other documents relating thereto) (other than the financial statements therein), and in preparing and in directing Ernst & Young LLP, independent public accountants for the Company, to consent to the inclusion of the financial statements in the Registration Statement, be, and hereby are, ratified, confirmed and approved; RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, directed and empowered (a) to file the Registration Statement, together with the financial statements and exhibits thereto, and to pay any fees required in connection therewith, with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the rules and regulations promulgated under the Securities Act of 1933 (the “Securities Act”); (b) to file any and all amendments and supplements thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, together with the financial statements and exhibits required in connection therewith, with the Commission in such form as such officers deem necessary, advisable or appropriate; (c) to comply with the provisions of the Securities Act and of the rules and regulations of the Commission thereunder; (d) to execute, deliver, obtain and/or file any and all such other agreements, certificates, consents, letters, instruments and other documents and to take any and all other actions, necessary, advisable or appropriate to effect such filing and to procure the effectiveness of the Registration Statement and any amendments with respect thereto; and (e) to take all such other action as may be necessary, ad...
Registration Statement on Form S-3. The Acquiror will use its commercially reasonable efforts to file a Registration Statement on Form S-3 (so long as the Acquiror is then eligible to use such form) with respect to the resale of the shares of Stock Consideration within 10 days following the filing of the Acquiror’s Item 2.01 8-K/A with respect to the Purchase that contains all financial statements required to be filed as exhibits thereto, and will use its commercially reasonable efforts to (i) cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter and (ii) keep such registration statement effective for a period of up to one hundred eighty (180) days following the termination of the Escrow Fund pursuant to Section Nine or, if earlier, until the distribution contemplated in the registration statement has been completed. The Acquiror shall pay the legal fees for its own counsel, as well as the filing fees associated with such registration statement but the Selling Stockholders shall pay their own legal fees as well as any underwriting discounts or commissions associated with sales of shares pursuant to the registration statement. The Acquiror’s obligations pursuant to this Section 6.17 shall be conditioned upon receipt from each Selling Stockholder of such information concerning such Selling Stockholder as is required to be set forth in the Registration Statement under the Securities Act and applicable rules and regulations thereunder. The Acquiror may by written notice to the Selling Stockholders, require that the Selling Stockholders immediately cease the sale of shares pursuant to such Registration Statement if the Acquiror’s Board of Directors determines in good faith that, due to pending material corporate developments, it is in the best interests of the stockholders of the Acquiror to suspend the use of the Registration Statement. Upon receipt of such notice, the Selling Stockholders shall immediately discontinue any sales under the Registration Statement until advised in writing by the Acquiror that such Registration Statement may again be used. The Selling Stockholders severally, and not jointly, shall indemnify and hold harmless the Acquiror, each of its directors, each of its officers who sign the Registration Statement and each person, if any, who controls the Acquiror within the meaning of the Securities Act, against any Damages (as hereinafter defined) to which such indemnified persons become subject under the Securities Act or the E...
Registration Statement on Form S-3. Subject to the terms of this Agreement, in the event that the Company receives a written request from the Investors that the Company file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all of the Registrable Securities (a “Request”), the Company shall promptly but no later than one hundred twenty (120) days after the date of such Request prepare and file with the SEC one Registration Statement covering the resale of all of the Registrable Securities. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(a)(iii) to the Investors prior to its filing or other submission.
Registration Statement on Form S-3. Parent shall use its best efforts to file as soon as practicable but no later than 30 days following the Closing, and to be declared effective as soon as practicable following such filing, a Registration Statement on Form S-3 with the SEC covering the resale of the Parent Common Stock issued to the holders of Company Capital Stock pursuant to the Merger. Any such registration shall be subject to the terms on conditions set forth in the Declaration of Registration Rights attached hereto as Exhibit F, which is hereby incorporated by this reference.
Registration Statement on Form S-3. 7.3.1. Promptly after the Closing, but in no case more than sixty (60) days following the Closing Date, at its sole cost and expense Xxxxxx will file with the SEC a registration statement (the "Registration Statement") on Form S-3 or another appropriate form then available to Xxxxxx for the purpose of registering all of the Xxxxxx Shares for resale. Thereafter, Xxxxxx will use all good faith commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act (taking into account the interest of the Stockholders in having the Registration Statement become effective within 180 days of the Closing Date) as promptly as practicable and to remain continuously effective until the earlier of (i) the second anniversary of the date such Registration Statement is declared effective by the SEC, or (ii) such time at which all of the Xxxxxx Shares have been resold.
Registration Statement on Form S-3. As soon as practicable after the ---------------------------------- end of the thirtieth day following the Effective Date, but in no event later than 90 days following the Effective Date, the Purchaser shall file with the Commission a Registration Statement on Form S-3 (the "Form S-3") relating to the shares of the Purchaser Common Stock issued in respect of those shares of Company Common Stock issued upon conversion of the Debentures in the fall of 1995 which remain subject to an effective registration statement on Form S-3 filed with the SEC by the Company (the "Debenture Shares"). Further, the Purchaser shall take all steps reasonably necessary to maintain the effectiveness of the Form S-3 until such time as the holders of such Debenture Shares are permitted to sell such Debenture Shares without regard to the volume restrictions under Rule 144 or Rule 145 under the Securities Act.
Registration Statement on Form S-3. The Company represents and warrants that it currently is not eligible to use Form S-3 and does not meet all applicable requirements for its use. The Company shall use its commercially reasonable efforts, including but not limited to following the requirements of the rules, regulations and instructions promulgated by the Commission regarding Form S-3, necessary to establish the Company’s eligibility to file a Registration Statement on Form S-3 or any successor thereto. The Company shall use its commercially reasonable efforts not take any willful and discretionary action that will limit, impair or otherwise prevent it from being able to use Form S-3 or any successor thereto once eligibility for such use has been established.
