F-4 Registration Statement Clause Samples

F-4 Registration Statement. Within sixty (60) days after execution of this Agreement or as promptly thereafter as reasonably practicable, the Parent shall prepare and file with the SEC a registration statement on Form F-4 and/or any other documents required by the Securities Act or the Exchange Act in connection with the transaction contemplated by this Agreement, specifically the registration of the maximum number of shares of Parent Common Stock that comprise the Stock Consideration pursuant to this Agreement. The Acquiror and the Parent shall use their commercially reasonably efforts to cause the F-4 registration statement to become effective under the Securities Act as promptly as reasonably practicable after such filing (giving due regard to any comments from the SEC pertaining to such filing). The Parent and the Acquiror shall also take all action required to be taken under any applicable state securities or “blue sky” laws in connection with the Stock Consideration. The Target shall provide the Parent and its counsel for inclusion in the F-4 registration statement, in form and substance reasonably satisfactory to the Parent and its counsel, such information concerning the Target, GPRe or the Target’s or GPRe’s business as the Parent may reasonably request, including the financial statements of the Target and GPRe identified in Section 2.5 above as well as the required SEC opinion of its tax counsel regarding the disclosure in the registration /proxy statement required by the SEC regarding the material U.S. federal income tax consequences of the Reorganization. Each of the Parent, the Acquiror and the Target shall use its respective commercially reasonable efforts to respond to any comments that the SEC may forward regarding the F-4 registration statement and to have the F-4 registration statement declared effective under the Securities Act, as promptly as practicable after the filing of same. The Parent will notify the Target promptly of the receipt of any comments from the SEC or its staff for amendments or supplements to the F-4 registration statement or for additional information, and the Target shall supply the Parent with all information relating to the Target or GPRe that the Parent or its counsel deem necessary to appropriately respond to the SEC or to prepare an amendment or supplement to the F-4 registration statement for filing.

F-4 Registration Statement. The F-4 Registration Statement shall have become effective under the 1933 Act and shall not be the subject of any stop order.

F-4 Registration Statement. The parties agree that the Purchaser shall not be required to file the F-4 Registration Statement and all obligations hereunder with respect to the F-4 Registration Statement are hereby terminated.

F-4 Registration Statement. (a) Acquiror agrees to use its best efforts to maintain the effectiveness of the Registration Statement on Form F-4/Form F-3 (No. 333-2890, as such may be amended, the "Form F-4") for a period ending on the earlier of (i) two years from the Effective Time and (ii) the first date on which none of the Acquiror Shares issued to the Original Stockholders constitute Registrable Shares. Notwithstanding the foregoing, Acquiror shall not be obligated to maintain the effectiveness of the Form F-4 or to amend or supplement the Form F-4 periods prescribed pursuant to, and under the circumstances provided in, Section 3.1(e). (b) Acquiror and the Stockholders agree that, subject to the terms of Section 5.2(a), the registration procedures set forth in Sections 3.2(a) (other than subparagraphs (i), (viii), (x) and (xi)), 3.2(b), 3.2(c), 3.2(d) and 3.2(e) of this Agreement shall be deemed to apply to the Form F-4 and the resale by the Original Stockholders of any Acquiror Shares pursuant thereto. (c) The parties hereto agree that Acquiror shall have the right to satisfy its obligations under Article III of this Agreement with respect to any Holder Request to effect a Demand Registration by filing a post-effective amendment to the Form F-4 that covers the number and type of Registrable Securities and that is otherwise in compliance with such Holder Request; provided, however, in such event all of the provisions of Section 3.2(a) shall be applicable to such post-effective amendment."