Distribution Registration Statement Sample Clauses
Distribution Registration Statement. ▇▇▇▇▇ will cause New ----------------------------------- Primal to file a registration statement to register all shares of New Primal Common Stock to be issued in the Distribution under the Securities Act and under all applicable state securities laws as soon as reasonably practicable after the date hereof, but in no event later than August 18, 2000, will use its commercially reasonable best efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission (the "SEC") and obtain permits under state securities laws, and the Old Primal Majority Stockholders will use their commercially reasonable best efforts to cooperate therewith, and ▇▇▇▇▇ will pay all costs and expenses in connection therewith. ▇▇▇▇▇ will cause such registration statement to comply in substance and as to form in all material respects with the requirements of the Securities Act and the rules promulgated thereunder, and will provide the Old Primal Majority Stockholders with a reasonable opportunity to review and comment upon the registration statement and any amendments thereto, and ▇▇▇▇▇ shall further keep the Old Primal Majority Stockholders reasonably apprized as to the status thereof.
Distribution Registration Statement. Distribution Registration Statement" means any and all registration statements, information statements or other documents filed by any party with the Securities and Exchange Commission in connection with any transaction constituting part of the Distribution, in each case as supplemented or amended from time to time.
Distribution Registration Statement. Beginning on the earlier of (i) the Seller Distribution and (ii) October 1, 2021 (the “Filing Target”), the Company shall prepare and, as promptly thereafter as practicable, file with the SEC a Registration Statement registering the distribution of all Sale Shares in the Buyer Distribution (the “Distribution Registration Statement”), provided, that before filing the Distribution Registration Statement or any amendments or supplements thereto, the Company shall furnish to the Buyer Parties for such registration drafts of all documents proposed to be filed, which drafts shall be subject to review by counsel to the Buyer Parties, and give the Buyer Parties participating in such registration (i) a reasonable opportunity to comment on such documents; (ii) respond to such comments in good faith; and (iii) keep such Buyer Parties reasonably informed as to the registration process.
Distribution Registration Statement. (a) Parent shall no later than 180 days following the Closing Date, prepare and file with the SEC a registration statement on Form S-3 or, if Form S-3 is not then available to Parent, on Form S-1 or such other form of registration statement as is then available, relating to the distribution of the Registrable Securities by the Company to its members (the “Distribution Registration Statement”); prior to the filing, Parent shall provide the Company and its counsel an opportunity to review and comment on the Distribution Registration Statement.
(b) Parent shall use its commercially reasonable efforts, subject to receipt of necessary information from the Company, to cause the SEC to declare the Distribution Registration Statement effective by the earlier of (i) 240 days or, if the Distribution Registration Statement is selected for review by the SEC, 300 days after the Closing Date and (ii) the fifth Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Distribution Registration Statement will not be reviewed or will not be subject to further review, unless Parent is required by applicable securities rules and regulations to update the financial statements included or incorporated by reference into the Distribution Registration Statement prior to such effectiveness, in which case Parent shall file the updated financial statements in the timeframe required by applicable securities rules and regulations or amend the Distribution Registration Statement upon the completion of such financial statements in order to include such updated financial statements and request effectiveness of the Distribution Registration Statement as soon as reasonably practicable thereafter.
(c) Parent shall promptly prepare and file with the SEC such amendments and supplements to the Distribution Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Distribution Registration Statement effective until the earliest of (i) two years after the effective date of the Distribution Registration Statement, (ii) such time as the Registrable Securities become eligible for resale by the Company or its members without any volume limitations or other restrictions pursuant to Rule 144(b)(1)(i) under the Securities Act or any other rule of similar effect, or (iii) such time as all Registrable Securities have been sold or disposed of pursuant to the effective Distribution Registration Statement and/...