Filing and Effectiveness of Shelf Registration Sample Clauses

Filing and Effectiveness of Shelf Registration. As soon as practical after the Closing Date, but in no event later than the 45th day after the Closing Date, the Company shall file with the SEC a Registration Statement under the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities. The Company shall use its commercially reasonable efforts to cause the SEC to declare such Registration Statement to become effective as soon as possible after filing and, after it has been declared effective, to keep it continuously effective until the earlier of (i) one year after the SEC declares the Registration Statement effective (as such period may be extended pursuant to Section 2(b)), (ii) the date that all of the Registrable Securities covered by such Registration Statement have been sold and (iii) the date the Registrable Securities cease to be Registrable Securities (the earliest of such dates being hereinafter referred to as the "Termination Date").
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Filing and Effectiveness of Shelf Registration. (i) Upon the occurrence of a Material Event, the Issuer shall file with the Commission an Initial Shelf Registration for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Units within 30 days of the occurrence of the Material Event and shall use its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act within 90 days following the occurrence of the Material Event. The Issuer shall use its reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act for (A) an Effectiveness Period until the date which is two years from the Effectiveness Actual Date (or, if Rule 144(k) under the Securities Act is amended to permit unlimited resales of the Registrable Units by non-affiliates within a lesser period, such lesser period), subject to extension (I) pursuant to the last paragraph of Section 4 hereof or (II) for so long as at least (x) $10 million aggregate liquidation preference of the Senior Units or (y) $10 million aggregate Market Value of Common Units, as applicable, covered by the Initial Registration Statement have not been sold in transactions described in clauses (i) or (iii) of the second sentence of the definition of Registrable Units, or (B) such shorter Effectiveness Period ending when all Registrable Units covered by the Initial Shelf Registration either have been sold in transactions described in clauses (i) or (iii) of the second sentence of the definition of Registrable Units or shall cease to be Outstanding, other than, in either case, less than (x) $10 million aggregate liquidation preference of Senior Units or (y) $10 million aggregate Market Value of Common Units, as applicable. (ii) At any time commencing on or after November 3, 2001, unless Section 2(a)(i) is applicable, the Holders of at least 25% in aggregate number of outstanding Registrable Units may make a written request (a “Shelf Notice”) to the Issuer for registration of Registrable Units to be made pursuant to an Initial Registration Statement. The Issuer shall give written notice of such registration request within 5 Business Days after the receipt thereof to all other Holders. Within 7 Business Days after receipt of such notice by any Holder, such Holder may request in writing that such Holder’s Registrable Units be included in such registration and the Issuer shall include in the Initial Shelf Registration the Registrable Unit...
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Filing and Effectiveness of Shelf Registration. Within 18 months after the date hereof, if the Company is then eligible to use Form S-3 (or such successor form) the Company shall file an "evergreen" shelf registration statement solely with respect to the Registrable Securities and pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION") on Form S-3 (or any successor form). The Company shall use its best efforts to have the Shelf Registration declared effective as soon as practicable after such filing, and shall use its best efforts to keep the Shelf Registration effective and updated, from the date such Shelf Registration is declared effective until such time as all of the Registrable Securities shall cease to be Registrable Securities. Notwithstanding the foregoing, if the Company makes a good faith determination that a filing of the Shelf Registration or the sale of any Registrable Securities under an effective Shelf Registration would interfere with any material financing or material investment transaction, business combination or material acquisition then under consideration, and the Company provides notice (the "SHELF NOTICE") to the holders containing a general statement of the reasons for such determination (which shall be kept confidential by such holders), (x) if there is not an effective Shelf Registration, the Company may postpone the filing of the Shelf Registration for the period indicated in the Shelf Notice (which shall be kept confidential by such holders), which period shall in no event exceed 90 days, or (y) if the Shelf Registration shall have already been declared effective, the holders of Registrable Securities shall, upon request by the Company, not effect any sales of Registrable Securities for the period requested by the Company in the Shelf Notice (which shall be kept confidential by such holders); PROVIDED, that the Company may only request that the holders of Registrable Securities not effect any sales of Registrable Securities under an effective Shelf Registration for an aggregate of 120 days in any 365 day period. Notwithstanding anything to the contrary herein, so long as a Shelf Registration is effective and until such time as all of the Registrable Securities shall cease to be Registrable Securities, holders of Registration Securities shall have no rights under Section 2.1 hereof, but shall continue to have all rights under Section 2.2 hereof.
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Filing and Effectiveness of Shelf Registration. At any time after July 6, 2001, at the request of a majority of the holders of the Registrable Securities, the Company shall file on one occasion an "evergreen" shelf Registration Statement solely with respect to the Registrable Securities and pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION") on Form S-3 (or such successor form). The Company shall use its reasonable best efforts to have the Shelf Registration declared effective as soon as practicable after such filing, and shall use its reasonable best efforts to keep the Shelf Registration effective and updated, from the date such Shelf Registration is declared effective until such time as all of the Registrable Securities shall cease to be Registrable Securities. The holders of Registrable Securities can request that the Company prepare prospectus supplements to the Shelf Registration with respect to Underwritten Offerings of Registrable Securities; PROVIDED that the Company shall not be required to (i) prepare prospectus supplements with respect to more than four completed Underwritten Offerings of Registrable Securities, (ii) consummate more than one Underwritten Offering for Registrable Securities in any six-month period, or (iii) prepare a preliminary prospectus supplement for an Underwritten Offering for Registrable Securities valued at less than $20 million, based on the estimated offering price at the time such preliminary prospectus supplement is to be prepared.
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Filing and Effectiveness of Shelf Registration. Upon written request of one or more holders of 20% or more of the total number of shares of Common Stock issued or issuable upon exercise of the Warrants, the Company shall file an “evergreen” shelf registration statement solely with respect to the Registrable Securities and pursuant to Rule 415 under the Securities Act (the “Shelf Registration”) on Form S-3 (or any successor form). The Company shall use its best efforts to have the Shelf Registration declared effective as soon as practicable after such filing, and shall use its best efforts to keep the Shelf Registration effective and updated, from the date such Shelf Registration is declared effective until such time as all of the Registrable Securities shall cease to be Registrable Securities.
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Filing and Effectiveness of Shelf Registration. Within twenty-four months of the consummation of an Initial Public Offering, the Company shall file an "evergreen" shelf registration statement solely with respect to the Class A Registrable Securities and pursuant to Rule 415 under the Securities Act (the "Shelf Registration"). The Shelf Registration shall be on Form S-3 (or any successor form) if the Company is then eligible to use Form S-3 (or such successor form). The Company shall use its best reasonable efforts to have the Shelf Registration declared effective as soon as reasonably practicable after such filing, and shall use its best efforts to keep the Shelf Registration effective and updated, from the date such Shelf Registration is declared effective until such time as all of the Class A Registrable Securities shall cease to be Class A Registrable Securities. Notwithstanding the foregoing, the Company may, if it makes a good faith determination that a filing of the Shelf Registration would interfere with any material financing or material investment transaction, business combination or material acquisition then under consideration, the Company may postpone the filing of the Shelf Registration for a period not to exceed 90 days.
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Related to Filing and Effectiveness of Shelf Registration

  • Filing and Effectiveness of Registration Statement The Company has prepared and filed with the Commission the Registration Statement (file number 333-[●]) on Form S-1, including the related Preliminary Prospectus, for registration under the Act of the offering and sale of the Offered Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has previously been furnished to the Representative. The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed, such Prospectus shall contain all information required by the Act and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised the Representative, prior to the Execution Time, will be included or made therein. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.

  • Effectiveness of Automatic Shelf Registration Statement The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement.

  • Effectiveness of Registration No Shares shall be offered by either you or the Fund under any of the provisions of this Agreement and no orders for the purchase or sale of such Shares under this Agreement shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus as required by Section 5(b) (2) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 5 shall in any way restrict or have any application to or bearing upon the Fund's obligation to repurchase its Shares from any shareholder in accordance with the provisions of the Fund's prospectus, statement of additional information or charter documents, as amended from time to time.

  • Effectiveness of Registration Statement The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the 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. A prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) (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 Company has elected to rely upon Rule 434, a Term Sheet shall have been filed with the Commission in accordance with Rule 424(b).

  • Initial Shelf Registration The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

  • Automatic Shelf Registration Statement The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an automatic shelf registration statement, as defined in Rule 405 under the Securities Act (“Rule 405”) (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for the registration of the offering and sale of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing; and no stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the SEC against the Company or related to the Offering of the Securities. The Company may have filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), a preliminary prospectus supplement relating to the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.

  • Resale Shelf Registration Rights (a) Subject to any contractual lock-up applicable to any Holder, promptly following delivery by a Holder of an Exchange Notice pursuant to the Amended and Restated Limited Partnership Agreement, together with a written certification from such Holder, in form and substance reasonably satisfactory to the Company’s legal counsel, certifying to such Holder’s compliance with the factual requirements of Rule 144 under the Securities Act, the Company shall use its reasonable best efforts to (i) cause the Company’s legal counsel to deliver to the transfer agent for the Common Stock an opinion of counsel in such form as the transfer agent deems sufficient to cause any shares of Common Stock issuable pursuant to such Exchange Notice to be issued without legends restricting the transfer of such shares of Common Stock without the registration of such shares of Common Stock under the Securities Act prior to such transfer and (ii) deliver to such Holder shares of Common Stock in book-entry form free of any legend restricting the transfer of such shares of Common Stock without the registration of such shares of Common Stock under the Securities Act prior to such transfer. (b) If the Company is unable to deliver shares of Common Stock to the applicable Holder free of restrictive legends as contemplated by Section 2.1(a), the Company shall use its reasonable best efforts to file within 30 days following delivery by such Holder of an Exchange Notice, and cause to be declared effective as promptly as possible thereafter, a Registration Statement on Form S-3 (or any successor form thereto providing for “short-form” registration) in accordance with Rule 415 under the Securities Act (such registration statement, a “Shelf Registration Statement”) or one or more prospectus supplements or post-effective amendments to an already effective Shelf Registration Statement to register the offer and sale of all Registrable Securities covered by such Exchange Notice through ordinary course brokerage or dealer transactions not involving an underwritten public offering; provided that if the Company has already filed a Shelf Registration Statement pursuant to Section 2.1(c) or 2.1(d) that is effective, the Company shall file any prospectus supplement with respect to all Registrable Securities covered by such Exchange Notice within five (5) days of receipt of the information reasonably required from the applicable Holder to be included in such prospectus supplement. (c) No later than 30 days following the one year anniversary of this Agreement, the Company shall use its reasonable best efforts to file a new, or amend an existing, Shelf Registration Statement to permit the registration of all Registrable Securities pursuant to this Agreement, and to cause such Shelf Registration Statement to be declared effective as promptly as possible thereafter. Any Shelf Registration Statement or amendment to an existing Shelf Registration Statement filed pursuant to this Section 2.1(c) shall include, and may be limited to, such disclosures as are required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that all of the Holders may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. (d) If the Company files any Shelf Registration Statement for the benefit of one or more Holders, the Company shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that all of the Holders may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. (e) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time any Shelf Registration Statement is filed by the Company pursuant to Section 2.1(b), the Company shall cause such Shelf Registration Statement to be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3. The Company shall use its commercially reasonable efforts to remain a WKSI (and to not become, and to seek relief from any determination by the SEC that it is, an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which the Registrable Securities remain Registrable Securities. If the Company does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement is filed, the Company agrees to pay such fee at such time or times as the Registrable Securities are to be sold in compliance with the SEC rules. If any automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable Securities that remain unsold. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to refile, and cause to be declared effective, the applicable Shelf Registration Statement on Form S-3 (or any successor form thereto providing for “short-form” registration). (f) Notwithstanding the foregoing, if the Chief Executive Officer of the Company, in consultation with the Company’s lead independent director, in good faith determines that filing a Shelf Registration Statement or prospectus supplement, or causing a Shelf Registration Statement or post-effective amendment to any effective Shelf Registration Statement to become effective, pursuant to this Agreement would (i) materially impede, delay or interfere with any material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other similar significant transaction involving the Company, or (ii) require the Company to disclose material, non-public information that would otherwise not be required to be disclosed under applicable law and that the Company has a bona fide business purpose for preserving as confidential, then the Company may defer its obligation to pursue such filing and effectiveness pursuant to this Agreement for not more than 60 consecutive days following (i) delivery by a Holder of an Exchange Notice pursuant to the Amended and Restated Limited Partnership Agreement or (ii) in the case of a Shelf Registration Statement to be filed pursuant to Section 2.1(c), the end of such 30-day period.

  • Shelf Registration Statement In connection with any Shelf Registration Statement, each of the Issuers and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Issuers and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

  • Subsequent Shelf Registrations If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period, the Issuers and the Guarantors shall use their commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 60 days of such cessation of effectiveness amend such Shelf Registration in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional “shelf” Registration Statement pursuant to Rule 415 covering all of the Registrable Notes (a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Issuers and the Guarantors shall use their commercially reasonable to cause the Subsequent Shelf Registration to be declared effective as soon as practicable after such filing and to keep such Subsequent Shelf Registration continuously effective for the remainder of the Effectiveness Period (except that clause (ii) of the definition of Effectiveness Period for such purposes shall mean the date when all of the Notes have been sold under a Shelf Registration Statement). As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registrations.

  • Effectiveness of Registration Statement; Filing of Prospectus; Payment of Filing Fee The Registration Statement has become effective and at Closing Time no stop order suspending the effectiveness of the 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. A prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B). The Company shall have paid the required Commission filing fees relating to the Securities within the time period required by Rule 456(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

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