Common Shelf Registration Clause Samples
A Common Shelf Registration clause allows a company to register securities with regulatory authorities in advance, enabling it to offer and sell those securities to the public at a later date without needing to file a new registration statement each time. This clause typically applies to public companies seeking flexibility in raising capital, as it permits multiple offerings over a set period under a single registration. Its core practical function is to streamline the process of issuing securities, saving time and administrative effort, and providing the company with the agility to respond quickly to market opportunities.
Common Shelf Registration. So long as any Registrable Shares are outstanding, the Company shall take the following actions:
(a) The Company shall, as soon as practicable but in any event by the date that is thirty (30) days after the Exchange Date, file with the Securities and Exchange Commission (the “Commission”), and thereafter use its best efforts to cause to be declared effective as soon as practicable but in any event no later than one hundred twenty (120) days after the Exchange Date, in each case subject to Section 3(h), a registration statement (the “Common Shelf Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Common Shares by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Common Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Common Shelf Registration”). Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Common Shares on the Common Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (a “Rule 415 Limitation”), the Common Shelf Registration Statement shall register the resale of a number of shares of Common Stock which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1(a), the Company shall continue to its use best efforts to register all remaining Registrable Common Shares as set forth in this Section 1. In such event, the number of shares of Common Stock to be registered for each Holder in the Common Shelf Registration Statement shall be reduced pro rata among all Holders. The Company shall continue to use its best efforts to register all remaining Registrable Common Shares as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission, but in no event will the Company file a subsequent Common Shelf Registration with respect to the registration of the resale of Registrable Common Shares held by the Holders earlier than 180 calendar days following the effective date of the initial Common Shelf Registration Statement. Notwithstanding anything herein to the contrary, if the Commission, by written or oral comment or otherwise, limits the Company’s ability to file, or prohibits or delays the filing of, a Common Shelf Registration S...