Effectiveness of Registration Statements. The Registration Statement shall have been declared effective by the SEC and no stop order suspending effectiveness of the Registration Statement shall have been issued by the SEC on or prior to the Closing Date. In addition, the Purchaser's registration statement on Form S-4 (the "Form S-4 Registration Statement") with respect to the issuance of Preferred Shares in connection with the Merger Agreement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC on or prior to the Closing Date.
Effectiveness of Registration Statements. The Registration Statement and the Form S-4 Registration Statement shall each have been declared effective by the SEC and no stop order suspending effectiveness of the Registration Statement or the Form S-4 Registration Statement shall have been issued by the SEC on or prior to the Closing Date.
Effectiveness of Registration Statements. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Final Prospectus is finalized and distributed to any Underwriter, or shall have occurred at such later time as shall have been consented to by the Representatives. The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission.
Effectiveness of Registration Statements. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective or will have become effective by 10:00 A.M., Eastern time on the date hereof, and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act, no notice or order pursuant to Section 8(e) of the 1940 Act shall have been issued, and no proceedings with respect to either shall have been initiated or, to the knowledge of counsel to the Underwriter and counsel to the Fund, threatened by the Commission and any request on the part of the Commission for additional information shall have been complied with or waived to the reasonable satisfaction of counsel to the Underwriter. A prospectus containing the Rule 430B Information shall have been filed with the Commission in accordance with Rule 497 (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430B or a certificate must have been filed in accordance with Rule 497(j)).
Effectiveness of Registration Statements. The Merger Partner Registration Statement and the Spinco Registration Statement shall have become effective in accordance with the provisions of the Securities Act and the Exchange Act, respectively; (b) no stop order shall have been issued by the SEC and remain in effect suspending the effectiveness of any such registration statement; (c) no proceeding seeking such a stop order shall have been initiated by the SEC and remain pending or be threatened by the SEC with the intention of suspending the effectiveness of any such registration statement; and (d) the applicable notice periods required by applicable stock exchange rules or securities Laws shall have expired.
Effectiveness of Registration Statements. The Company will use its best efforts to maintain the effectiveness of any Registration Statement pursuant to which any of the Registrable Securities are being offered until the earlier to occur of (i) the completion by the underwriters of distribution pursuant to such Registration Statement or (ii) six (6) months after the effectiveness of such Registration Statement, and from time to time will amend or supplement such Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act and any applicable state securities regulation. The Holders of Registrable Securities included in any Registration Statement will not (until further notice) effect sales thereof after receipt of written notice from the Company to suspend sales to permit the Company to correct or update such Registration Statement or prospectus; but the obligations of the Company with respect to maintaining any Registration Statement current and effective shall be extended by a period of days equal to the period such suspension is in effect. The Company will provide each Holder of Registrable Securities with as many copies of the prospectus contained in such Registration Statement as it may reasonably request. Blue Sky Qualification. In the event of any registration of Registrable Securities hereunder, the Company will exercise its best efforts to register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as the Holders shall reasonably request and as shall be reasonably appropriate for the distribution of such securities and to keep any such registration or qualification in effect during the effectiveness period set forth in Section 5; provided, however, that (i) the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (ii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholders, such expenses shall be payable pro rata by selling shareholders. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SE...
Effectiveness of Registration Statements. Each of the BioTime Registration Statement and the BAC Registration Statement shall have been declared effective and no stop order suspending the effectiveness of such BioTime Registration Statement or BAC Registration Statement shall be in effect and no proceedings for that purpose shall have been initiated or threatened in writing by the SEC.
Effectiveness of Registration Statements. The Registration Statements shall be effective at the time of execution and delivery of this Agreement and any Rule 462(b) Registration Statement shall have become effective not later than 5:30 P.M. on the date hereof, and at Closing Time (and, if any Option Securities are purchased, at the relevant Date of Delivery) no stop order suspending the effectiveness of any Registration Statement or any Rule 462(b) Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The Prospectus shall have been filed with the Commission in accordance with Rule 424(b) and, if the Company has elected to rely upon Rule 434, a Term Sheet shall have been filed with the Commission in accordance with Rule 434 and Rule 424(b).
Effectiveness of Registration Statements. The Company will use its best efforts to maintain the effectiveness of any registration statement pursuant to which any of the Registrable Shares are being offered until the earlier to occur of (i) the completion by the underwriters of the distribution pursuant to such registration statement and (ii) nine (9) months after the effective date of any registration statement, and from time to time will amend or supplement such registration statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act and any applicable state securities statute or regulation. The Company will also provide each holder of Registrable Shares with as many copies of the prospectus contained in any such registration statement as each such holder may reasonably request.
Effectiveness of Registration Statements. The Registration Statements, including any Rule 462(b) Registration Statements, have become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statements shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. Prospectuses containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 497(h) and/or Rule 424(b), as applicable, (or a post- effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A) or, if the Trust or the Company has elected to rely upon Rule 434, a Trust Term Sheet or a Company Term Sheet, as appropriate, shall have been filed with the Commission in accordance with Rule 497(h) or Rule 424(b) respectively.
