Effectiveness Deadline. Following the date hereof, but no later than 30 days following the Closing Date, the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (or any similar provision then in effect) under the Securities Act with respect to all of the Registrable Securities (the “Registration Statement”). The Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form or forms of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 (or any similar provision then in effect) under the Securities Act at then-prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after the filing thereof. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement or documents incorporated therein by reference, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Regis...
Effectiveness Deadline. Following the date hereof, but no later than ninety (90) days prior to the first to occur of (i) the second anniversary of the Closing Date and (ii) the date that any Class C Units are otherwise converted into LP Units (the “Registration Date”), the Partnership shall prepare and file a registration statement (the “First Registration Statement”) under the Securities Act with respect to all of the Registrable Securities other than, if applicable, (x) any Registrable Securities issuable upon conversion of any Class C Units issued as a distribution in kind in lieu of cash distributions after the Registration Date (the “PIK Registrable Securities”) and (y) any LP Units issued as Liquidated Damages. No later than ninety (90) days following the distribution of any PIK Registrable Securities following the filing of the First Registration Statement, if applicable, the Partnership shall prepare and file a registration statement or registration statements, if applicable (collectively, the “PIK Registration Statement” and, together with the First Registration Statement, the “Registration Statements”) under the Securities Act or a post-effective amendment to the First Registration Statement with respect to such PIK Registrable Securities. The Registration Statements filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership. The Partnership shall use its commercially reasonable efforts to cause the Registration Statements to become effective on or as soon as practicable after the date on which they are filed. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statements. The Partnership shall use its commercially reasonable efforts to cause the Registration Statements filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statements have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statements when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exch...
Effectiveness Deadline. The Company shall (i), within seven (7) days following the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2013 with the SEC (and in no event later than March 31, 2014), file with the SEC a Shelf Registration Statement to cover resales of the Registrable Securities by the holders of such Registrable Securities and (ii) use its reasonable best efforts to have such Shelf Registration Statement declared effective within 60 days after the Closing Date. The Company agrees that no Person other than holders of such Registrable Securities shall be permitted to sell shares of Common Stock or other securities pursuant to the Shelf Registration Statement contemplated hereby. In addition, the Company shall, promptly after the completion of any sale of Option Shares and/or Option Notes (as such terms are defined in the Securities Purchase Agreement) to the Investors, take all action necessary to file an amendment to the Shelf Registration Statement (if such Shelf Registration Statement has previously been filed with the SEC) to register such Option Shares and/or Option Notes (including any Conversion Shares).
Effectiveness Deadline. The Company shall (i) within 45 days after the Closing Date, file with the Securities and Exchange Commission (the “SEC”) a shelf-registration statement under the Securities Act (x) under which the Offering Holders (as defined below) may sell Offering Shares (as defined below) (y) that registers Offering Shares that are shares of Common Stock in an amount that is no less than 130% of the number of shares of Common Stock issuable upon the conversion of all of the then outstanding Convertible Bonds whether or nor such are then convertible, (ii) use its reasonable best efforts to have such registration statement declared effective within 120 days after the Closing Date, and (iii) at all times until the Registration Termination Date (as defined below), the Company shall maintain an effective shelf-registration statement under which the Offering Holders may sell Offering Shares that are shares of Common Stock that covers a number of shares of Common Stock that is no less than 130% of the number of Unissued Offering Shares that are shares of Common Stock plus the number of Outstanding Offering Shares that are shares of Common Stock. As used herein, “Offering Shares” means, as of any time, (a) shares of Common Stock previously issued upon conversion of the Convertible Bonds and not previously sold pursuant to an effective registration statement under the Securities Act or in a brokers’ transaction (as defined in Rule 144(g) promulgated under the Securities Act) (the “Outstanding Offering Shares”), and (b) shares of Common Stock then issuable upon conversion of the then outstanding Convertible Bonds (assuming for this purpose, that all such outstanding Convertible Bonds are fully converted, whether or not then convertible, and that any shareholder approval required for the issuance of such shares or units has been obtained) (the “Unissued Offering Shares”). The Investor (so long as it holds any Convertible Bonds or Offering Shares), together with its affiliates, and any Persons who hold any Convertible Bonds or Offering Shares acquired from any Offering Holder are hereafter referred to as “Offering Holders.” The Company agrees that no Person other than Offering Holders shall be permitted to sell shares of Common Stock or other securities pursuant to the shelf registration statement contemplated hereby. The Company will include in any registration statement filed or maintained by the Company pursuant to this Section 1(a) (i) the information required under the Secur...
Effectiveness Deadline. The Company shall use its commercially reasonable efforts to cause the Commission to declare a Registration Statement covering the Shares effective as soon as practicable after the date of the filing thereof and in any event not later than the earlier of (i) five (5) Business Days after the date on which the staff of the Commission (the “Staff”) indicates via email or telephone that it will not review or has no further comments on the Registration Statement, or (ii) the sixtieth (60th) day after the Closing Date (or the ninetieth (90th) day if the Commission reviews such Registration Statement) (such date, the “Effectiveness Deadline”).
Effectiveness Deadline. The Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare a Registration Statement covering the Shares effective as soon as practicable after the date of the filing thereof and in any event within five Business Days after the earlier of (i) the date on which the staff of the Commission (the “Staff”) indicates via email or telephone that it will not review or has no further comments on the Registration Statement, or (ii) the filing of the Company’s Annual Report on Form 10-K for fiscal 2023, but in no event later than April 1, 2024 (such date, the “Effectiveness Deadline”).
Effectiveness Deadline. The Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the effectiveness of the Registration Statement covering the Shares and Warrant Shares as soon as practicable after the date of the filing thereof and in any event within five (5) Business Days after the later of (i) the date on which the staff of the Commission indicates via email or telephone that it will not review or has no further comments on the Registration Statement, and (ii) the filing of all information required to be filed and incorporated by reference therein to the Registration Statement prior to any request for effectiveness, but in no event later than May 31, 2024 (such date, the “Effectiveness Deadline”).
Effectiveness Deadline. Brooklyn shall use commercially reasonable efforts to have each Registration Statement declared effective as soon as practicable after such Registration Statement has been filed with the SEC, but no later than the Effectiveness Deadline. By 5:30 p.m. Eastern time on the second Business Day following the date on which the Registration Statement is declared effective by the SEC, Brooklyn shall file with the SEC, in accordance with Rule 424 under the Securities Act, the final prospectus to be used in connection with sales pursuant to such Registration Statement. Brooklyn shall notify the Holders by e-mail as promptly as practicable, and in any event within 24 hours, after any Registration Statement is declared effective and shall simultaneously provide the Holders with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.
Effectiveness Deadline. If the Registration Statement is not declared effective by the SEC by the Effectiveness Deadline then, save for Clauses 16, 19 and 21 which shall remain in force, the terms of this Master Agreement shall terminate immediately without further liability to any Party save as is set out in Clause 16. For the avoidance of doubt, Clause 6(e) shall not apply for any Vessels in respect of which the terms of this Master Agreement have been terminated in accordance with this Clause 3(d).
Effectiveness Deadline. If the Shelf Registration Statement has not become effective by May 15, 2015 (the “Effectiveness Deadline”), the Buyer shall repay the outstanding principal amounts of, and accrued interest on, the Notes in accordance with their terms, after which the Buyer will have no continuing obligations with respect to the registration of the Participating Shares.
