Registration Rights Contract Clauses (1,501)

Registration Rights. The Company hereby covenants and agrees that in the event the Company receives any registration rights from LifeMap in respect of any LifeMap Shares owned by the Company, simultaneously with the exercise of any such registration rights at any time that this Option remains exercisable in whole or in part, the Company shall cause LifeMap to register all of the LifeMap Shares issuable to the Purchaser as of the applicable date of determination pursuant to the terms of this Option. The Company ackno...wledges and agrees that prior to excluding any LifeMap Shares from any registration statement, it shall first exclude all other LifeMap Shares owned by the Company other than any LifeMap Shares that are subject to an option provided to another Purchaser (as defined in the Securities Purchase Agreement) which shall be subject to exclusion on a pro rata basis with all other Purchasers (as defined in the Securities Purchase Agreement). The Company shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, including, without limitation, any assignment of any registration rights with respect to the Common Stock purchasable pursuant to this Option granted to the Company under any registration rights agreement by LifeMap and the Company or under any registration statement, as Purchaser may reasonably request in order to carry out the intent and accomplish the purposes of this Section 5. 6 6. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Option, and will at all times in good faith carry out all the provisions of this Option and take all action as may be required to protect the rights of the Purchaser. Without limiting the generality of the foregoing, the Company shall continue to hold a sufficient number of LifeMap Shares to permit Purchaser to exercise this Option in full. The Company will, and will request that LifeMap will, issue instructions to any Transfer Agent and registrar of the Common Stock to refuse to register the transfer of any LifeMap Shares in violation of the immediately preceding sentence. View More

Registration Rights. If at any time while this Warrant Agreement is effective (the "Piggy-Back Period") the Company proposes to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its securities (other than a Registration Statement on Form S-4 or Form S-8 (or their equivalents at such time) relating to securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable ...in connection with stock option or other employee benefit plans), the Company shall include the Conversion Shares of Common Stock on such Registration Statement. View More

Registration Rights. The Holder of this Warrant has been granted certain registration rights by the Company. These registration rights are set forth in the Purchase Agreement. The terms of the Purchase Agreement and such registration rights are incorporated herein by this reference.

Registration Rights. The Company shall provide a "shelf registration" for use by the Investor in the offer and sale of shares acquired by the Investor pursuant to the Transaction Documents, the registration statement for which shall be filed with the SEC by no later than the Filing Deadline (as defined in Section 1(a) of the Registration Rights Agreement referred to below). In addition, the Investor shall be entitled to exercise "piggyback" registration rights to participate in the registration of shares pursuant to... all registration statements proposed to be filed by the Company (except for the registration of securities (a) to be offered pursuant to an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4 or any successor forms then in effect or (b) in a transaction relating solely to the sale of debt or convertible debt instruments). The rights and obligations of the Investor and the Company in respect of such registration rights shall be set forth in a Registration Rights Agreement in form and substance substantially as set forth on Exhibit C hereto. View More

Registration Rights. The Company agrees that the Warrant Shares shall be deemed "Registrable Securities" or otherwise entitled to the same "piggy back" registration rights provided to the investors in the New Issuance that occurs on or before May 31, 2013, which raises a minimum of $10,000,000.

Registration Rights. The Company covenants and agrees as follows: 2.1 Demand Registration. (a) Form S-1 Demand. If at any time after the earlier of (i) five years after the date of this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least 50% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 40% of the Registrable Securities then outstanding c...overing the registration of Registrable Securities with an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million, then the Company shall (x) within 10 days after the date such request is given, give notice thereof (the "Demand Notice") to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3. View More

Registration Rights. GTY shall use commercially reasonable efforts to include the Shares in the S-4. In the event that the Shares are not included in the S-4, GTY agrees that, within seven (7) calendar days after the consummation of the Business Combination, GTY will file with the SEC (at GTY's sole cost and expense) a registration statement registering the resale of the Shares issued to the undersigned (the "Registration Statement"), and GTY shall use its commercially reasonable efforts to have the Registration Sta...tement declared effective as soon as practicable after the filing thereof. GTY agrees that it will cause such registration statement or another shelf registration statement to remain effective until the earlier of (i) two years from the issuance of the Shares, or (ii) on the first date on which the undersigned can sell all of the Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act within 90 days without limitation as to the amount of such securities that may be sold. GTY may delay filing or suspend the use of any such registration statement if GTY delivers to the holders of Shares a certificate signed by an officer of GTY certifying that, in the good faith judgment of the board of directors of GTY, such registration and the offering pursuant thereto would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing or transaction of GTY or would require disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect GTY. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such certificate shall keep the information contained in such certificate confidential. GTY's obligations to include the Shares (or shares issued in exchange therefor) in the Registration Statement are contingent upon the undersigned furnishing in writing to GTY such information regarding the undersigned, the securities of GTY held by the undersigned and the intended method of disposition of the Shares as shall be reasonably requested by 7 ​ GTY to effect the registration of the Shares, and shall execute such documents in connection with such registration as GTY may reasonably request that are customary of a selling stockholder in similar situations. View More

Registration Rights. The Company grants to the Warrant Holders all rights and benefits of an "Investor" set forth in the Company's Registration Rights Agreement, dated as of July 3, 2018, as amended (the "Rights Agreement"), including without limitation registration rights and information rights, and agrees to use its reasonable best efforts to amend the Rights Agreement so that (i) the Warrant Shares issuable upon exercise of this Warrant shall be considered "Registrable Shares" (as defined in the Rights Agreement)... under the Rights Agreement and (ii) each Warrant Holder shall be considered an "Investor" for all purposes of Section 2 of the Rights Agreement, provided that in all cases the Company shall ensure that a registration statement for the Warrant Shares shall be effective no later than September 30, 2019 and shall remain effective. View More

Registration Rights. (a) At the Merger Closing, the Company and Subscriber shall enter into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company will agree to (i) register the resale of the Backstop Shares requested by Subscriber under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and applicable state securities laws, (ii) use reasonable best efforts to cause such registration with respect to such B...ackstop Shares to be declared effective no later than one-hundred and eighty (180) days following the Merger Closing , and (iii) provide Subscriber with customary demand and piggyback registration rights. The Registration Rights Agreement shall include such additional terms and conditions as are customary and reasonably satisfactory to the Company and Subscriber. (b) None of the Backstop Shares may be Transferred except pursuant to an effective registration statement or in a transaction that is exempt from the registration requirements of the Securities Act and applicable state securities laws. For the purpose hereof, "Transfer" shall mean any direct or indirect transfer, redemption, disposition or monetization in any manner whatsoever, including through redemption election or any derivative transactions 3 (c) Without limitation to the generality of the foregoing, Subscriber shall not execute any short sales or engage in other hedging transactions of any kind with respect to any Ordinary Shares during the period from the date of the Merger Closing through the date that is forty-five (45) consecutive days thereafter. For the avoidance of doubt, the prohibition set forth in this Section 6(c) shall not be applicable on or after the Termination Date. View More

Registration Rights. If the exercise by the Investor of either the First Round Warrants or the warrants issued under the Warrant Options provides proceeds to the Company of $1 million or more, then the Investor shall have the right to demand that the Company effect one registration under the Securities Act of all or a portion of the Shares purchased under its Subscription Agreement of even date with this Agreement and shares acquired pursuant to the Securities Offered (the "Registrable Shares"). The demand for regis...tration shall be in writing and will specify the number of Registrable Shares to be registered and the intended method for disposition of the shares. The registration shall be accomplished in accordance with the provisions of the Registration Procedures set forth in Annex A. The terms "First Round Warrants," "Warrant Options," and "Securities Offered" have the meaning given those terms in the Subscription Agreement between Investor and the Company of even date with this Agreement. View More