Filing Registration Statement The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.
Additional Registration Statement To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company shall file a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective.
Copies of Registration Statement The Company will furnish the Dealer Manager with one signed copy of the Registration Statement, including its exhibits, and such additional copies of the Registration Statement, without exhibits, and the Prospectus and all amendments and supplements thereto, which are finally approved by the Commission, as the Dealer Manager may reasonably request for sale of the Shares.
Rule 462(b) Registration Statement In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement and shall have become effective automatically upon such filing.
Registration Statement Form Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission as shall be reasonably selected by the Company.
Filing of Registration Statement The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-234654), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act (the “Rule 430A Information”), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion and filed with the Commission on [●], 2020, that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. For purposes of this Agreement:
Additional Registration Statements Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure).
Resale Registration Statement (a) Within ninety (90) days after the Closing Date, Parent shall file (the date of such filing, the (“Filing Date”) with the SEC a registration statement on Form S-1 under the Securities Act (including any amendment, supplement or new registration statement contemplated herein, the “Registration Statement”), providing for the offering and sale or other disposition by the Company’s Securityholders of (A) all of the shares of Parent Common Stock to be issued to such Company Securityholders at Closing (the “Closing Shares”) and (B) the maximum number of Contingent Shares that may be issued (together with the Closing Shares, the “Consideration Shares”). Parent agrees to use commercially reasonable efforts to cause the Registration Statement and each registration statement filed pursuant to the next sentence to become effective as soon as practicable after the Filing Date or date specified in the next sentence, as applicable. If the actual number of Consideration Shares exceeds the number of shares registered under the Registration Statement for any reason, Parent shall file, within thirty (30) days after Parent has notice that the number of Consideration Shares exceeds the number of shares registered under the Registration Statement, an amendment to the Registration Statement or file a new registration statement on Form S-1 (or Form S-3 if Parent is then eligible to use Form S-3 for a secondary offering) covering the resale to the public by the Company Securityholders of all such excess Consideration Shares. The Company Securityholders shall cooperate with and provide such assistance to Parent, as Parent may reasonably request, in connection with any registration and sale of the Consideration Shares, including without limitation, accurately completing and executing customary selling securityholder questionnaires within thirty (30) days after the Closing Date. Parent shall pay (X) all expenses incurred by it in complying with its obligations under this Section 5.13, including, without limitation, all preparation, registration, filing fees, costs and expenses, all exchange listing fees, all fees, costs and expenses of counsel for Parent, accountant for Parent and other advisors or persons retained by Parent in connection with the filing, and (Y) the reasonable fees and expenses of one counsel for the Company Securityholders, such fees and expenses not to exceed Twenty-Five Thousand Dollars ($25,000).
(b) Parent agrees that it will (A) prepare and file with the SEC, any amendments or supplements to the Registration Statement or prospectus which may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the offer and sale of the Consideration Shares covered by the Registration Statement until the earliest to occur of (i) the date upon which the resale of all such Consideration Shares is completed, (ii) three (3) years following the effective date of the Registration Statement, and (iii) the date upon which all such Consideration Shares may be sold to the public in accordance with Rule 144 under the Securities Act (“Rule 144”) by a person that is not an “affiliate” (as defined in Rule 144) of Parent without regard to any of the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) or any rule of similar effect (such period, the “Registration Period”); (B) prepare and promptly file with the SEC and promptly notify counsel for the Company Securityholders of registered Consideration Shares covered by the Registration Statement (the “Recipients”) of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statement therein or omission therefrom if, at any time when a prospectus relating to such Consideration Shares is required to be delivered under the Securities Act, any event with respect to Parent shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (C) in case the Recipients are required to deliver a prospectus, prepare promptly such amendment or amendments to the Registration Statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act; (D) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and as promptly as reasonably practicable provide the counsel for the Company Securityholders copies of all correspondence from and to the SEC relating to the Registration Statement; and (E) use its commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of: (1) any order suspending the effectiveness of the Registration Statement; or (2) any suspension of the qualification (or exemption from qualification) of any of the Consideration Shares for sale in any jurisdiction, as soon as reasonably practicable.
(c) Parent shall advise counsel for the Company Securityholders promptly after Parent shall receive notice or obtain knowledge of any of the following events: (A) the SEC notifies Parent whether there will be a “review” of the Registration Statement; (B) the SEC comments in writing on the Registration Statement (in which case Parent shall deliver to counsel for the Company Securityholders a copy of such comments and of all written responses thereto); (C) the SEC or any other Governmental Entity in writing requests any amendment or supplement to the Registration Statement or related prospectus or requests additional information related thereto; (D) the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose; or (E) Parent receives notice in writing of any suspension of the qualification or exemption from qualification of any Consideration Shares for sale in any jurisdiction, or the initiation or threat of any legal proceeding for such purpose.
(d) It shall be a condition precedent of Parent’s obligations under this Section 5.13 to include the Parent Common Stock held by a particular Company Securityholder in the Registration Statement or any amendments thereto that such holder furnish to Parent such information concerning their holdings of securities of Parent and the proposed method of sale or other disposition of the Consideration Shares and such other information and undertakings as shall be required and reasonably requested by Parent in connection with the preparation and filing of the Registration Statement and any amendments thereto covering all or part of the Consideration Shares in order to assist Parent in complying with the Securities Act and the Exchange Act.
(e) Parent may only suspend the availability of any Registration Statement and the use of any related prospectus if Parent furnishes to the Company Securityholders a certificate signed by a responsible officer of Parent stating that in the good faith judgment of Parent’s Board of Directors: (A) the offering could reasonably be expected to materially interfere with an acquisition, corporate reorganization, financing or other material transaction then under consideration by Parent or (B) there is some other material development relating to the operations or condition (financial or other) of Parent that has not been disclosed to the general public and as to which it is in Parent’s best interests not to disclose; provided, however, that any period during which the availability of any Registration Statement and any related prospectus may be suspended pursuant to this Section 5.13 may not exceed ninety (90) days in the aggregate during any twelve (12)-month period; provided further, that Parent may not so suspend the Registration Statement or cause the Company Securityholders to discontinue sales under the Registration Statement or related prospectus more than once in any calendar year.
(f) Parent shall (A) furnish to counsel for the Company Securityholders a reasonable period of time prior to the filing of a Registration Statement with the SEC to afford the Company Securityholders and their counsel a reasonable opportunity for review, a copy of each Registration Statement, and each amendment thereof, and a copy of each related prospectus, and each amendment or supplement thereto (excluding amendments caused by the filing of a report under the Exchange Act), and shall reasonably consider reflecting in each such document, when so filed with the SEC, such comments as the counsel for the Company Securityholders may reasonably propose therein; and (B) include information regarding the Company Securityholders and the methods of distribution they have elected for their Consideration Shares provided to Parent in the selling securityholder questionnaires as necessary to permit such distribution by the methods specified therein.
(g) Parent shall ensure that (A) any Registration Statement and any amendment thereto and any prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder; (B) any Registration Statement and any amendment thereto does not, when it becomes effective, 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; and (C) any prospectus forming a part of any Registration Statement, and any amendment or supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Parent makes no representation with respect to any information provided in the selling securityholder questionnaires or otherwise by or on behalf of the Company Securityholders.
(h) Parent covenants that it shall use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner during the Registration Period. Parent further covenants that, during the Registration Period, it will take such further commercially reasonable action as any Company Securityholder may request, all to the extent required from time to time to enable such holder to sell the Consideration Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Parent further covenants that in the event Parent fails, in violation of this Section 5.13, to take any commercially reasonable actions required to enable any Company Securityholder to sell the Consideration Shares pursuant to Rule 144 during the Registration Period, Parent will use commercially reasonable efforts to take any such actions as may be required to again enable the Company Securityholders to sell pursuant to Rule 144.
Registration Statement Effective The Registration Statement shall have become effective and shall be available for the sale of all Placement Shares contemplated to be issued by any Placement Notice.