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Exchange Offer Registration
Exchange Offer Registration contract clause examples
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Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

On or prior to each Filing Date, [[Organization A:Organization]] shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent [[Organization A:Organization]] is eligible to use such registration statement form, subject to the provisions of Section 2.5) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as [Annex 2.1].1 and substantially the “Selling Stockholders” section attached hereto as [Annex 2.1].2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, [[Organization A:Organization]] shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3.3) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for [[Organization A:Organization]] to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to [[Organization A:Organization]] pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). [[Organization A:Organization]] shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. [[Organization A:Organization]] shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that [[Organization A:Organization]] telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. [[Organization A:Organization]] shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2.4.

Registration Procedures. In connection with [[Organization A:Organization]]’s registration obligations hereunder, [[Organization A:Organization]] shall:

Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by [[Organization A:Organization]] shall be borne by [[Organization A:Organization]] whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses of [[Organization A:Organization]]’s counsel and independent registered public accountants) # with respect to filings made with the Commission, # with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws reasonably agreed to by [[Organization A:Organization]] in writing (including, without limitation, fees and disbursements of counsel for [[Organization A:Organization]] in connection with Blue Sky qualifications or exemptions of the Registrable Securities), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), # messenger, telephone and delivery expenses, # fees and disbursements of counsel for [[Organization A:Organization]], # Securities Act liability insurance, if [[Organization A:Organization]] so desires such insurance to be purchased at the sole discretion of [[Organization A:Organization]], and # fees and expenses of all other Persons retained by [[Organization A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization A:Organization]] shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall [[Organization A:Organization]] be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Numbers. Each Certificate representing any Warrant(s) will bear a unique registration number that is not affixed to any other Certificate representing any other outstanding Warrant.

On or prior to the Initial Filing Date, the Company shall prepare and file, or cause to be prepared and filed, with the SEC a Registration Statement (the “Initial Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (or any successor provision) under the Securities Act (which Registration Statement shall be an automatic “shelf” Registration Statement if the Company shall then be a “well-known seasoned issuer” in accordance with the Securities Act (any such Registration Statement, a “WKSI Registration Statement”)) registering the resale from time to time by the Holders thereof of all of the Registrable Securities. The Company may satisfy the foregoing obligation by, no later than the Initial Filing Date, designating a previously filed WKSI Registration Statement as the Initial Registration Statement for the purposes of this Agreement and filing a supplement to the Prospectus included in such WKSI Registration Statement covering the resale of all of the Registrable Securities. The Initial Registration Statement shall be on Form S-3 or another appropriate form under the Securities Act and shall provide for the registration of such Registrable Securities for resale by such Holders by any method permitted by law.

Registration Procedures. In connection with the Company’s registration obligations pursuant to Articles II and III hereof, the Company will use its reasonable efforts to effect such registrations to permit the sale of Registrable Securities by a Holder in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company will as promptly as reasonably practicable:

All fees and expenses incurred by the Company in complying with Articles II, III and V hereof (collectively, “Registration Expenses”) will be borne by the Company, whether or not any Registration Statement is filed or becomes effective. These fees and expenses will include, without limitation: # all registration, filing and qualification fees (including fees and expenses with respect to any FINRA registration or filing); # printing, duplicating and delivery expenses; # fees and disbursements of counsel for the Company; # fees and expenses of complying with state securities or “blue sky” laws (including the fees and expenses of any local counsel in connection therewith); # fees and disbursements of all independent certified public accountants referred to in Section 5.1(h)(ii) hereof (including the expenses of any special audit and “comfort” letters required by or incident to such performance); and # fees and expenses in connection with listing the Registrable Securities on the New York Stock Exchange or such other securities exchange on which the Common Stock may then be listed, if applicable.

Registration Statement. As required by [Section 4(q)] of the Purchase Agreement, the Borrower shall promptly, but in any event no later than 90 days from the date of this Note, the Company shall prepare and file with the SEC a registration statement covering the resale of all of the Conversion Shares, Commitment Fee Shares, and Warrant Shares

Non-Registration. The Shareholders understand that the Preferred Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholders’ representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Preferred Stock in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation.

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