Filing Obligation. As promptly as practicable, but in no event later than thirty (30) days after the date (the "Audit Date") that the Company completes the preparation of such audited financial statements which are required to permit a Registration Statement to be filed and become effective under the Securities Act, the Company shall prepare and file with the SEC a "shelf" registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") on Form S-1 or Form S-3 or any other appropriate form (or any successor form) under the Securities Act covering the resale of the Registrable Securities (the "Shelf Registration"). The Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as promptly as practicable and, once effective, the Company shall use its reasonable best efforts to cause such Shelf Registration to remain effective for a period ending on the earlier of: (i) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or pursuant to Rule 144 under the Securities Act, (ii) subject to Section 5(c), the date which is the three (3)-year anniversary of the date the Shelf Registration Statement is declared effective by the SEC and (iii) there are no remaining Registrable Securities outstanding. The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration. The Shelf Registration Statement shall contain a broad-form plan of distribution except that it shall not include provisions permitting underwritings.
Filing Obligation. Without undue delay (unverzüglich) after the Signing Date and in any event no later than one (1) Business Day immediately following the Signing Date, the Purchaser, on behalf of the Seller and the Purchaser, shall make, at its own cost and expense (including all applicable fees), all filings necessary for the Merger Clearance (the “Merger Control Filings”) or any approval by any governmental authority requested or necessary for the consummation of the transactions hereunder, provided that the Purchaser shall give due consideration to any comments by the Seller on the draft of such Merger Control Filings or other filings under this Section 11.2.1.
Filing Obligation. If at any time when Securities remain unsold by the Underwriters, NiSource receives from the Commission a notice pursuant to Rule 401(g)(2) of the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, NiSource will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. NiSource will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which NiSource has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Filing Obligation. The Company will not be required to file more than one (1) Registration Statement pursuant to this Section 2 that is declared effective by the Commission. In addition, the Company will not be required to file any Registration Statement hereunder within six (6) months after the effective date of any other Registration Statement for the offer and sale of equity securities by the Company. The Company will use its best efforts to maintain the effectiveness of a Registration Statement filed under this Section 2 for a period of not less than ninety (90) days from the effective date thereof.
Filing Obligation. The Purchaser shall ensure that any filings necessary to obtain the Clearance are prepared and made as soon as reasonably practicable after the Signing Date and in any event no later than ten (10) Business Days after the Signing Date, unless applicable Law requires an earlier filing, in which case the relevant filings shall be made on such earlier date; provided, in either event, that the Sellers cooperate with the Purchaser pursuant to Section 6.2(b) below. Any filings and submissions made by the Purchaser to obtain Clearance shall, subject to the provisions of Section 6.2(b) below, be submitted in advance to the Sellers’ Representative for review and consultation. To the extent filings, in order to obtain Clearance, are under applicable laws to be made jointly by the Sellers and the Purchaser, such filings shall, unless otherwise requested by Sellers’ Representative and to the extent permitted by law, be made by the Purchaser also on behalf of the Sellers, and the Purchaser may withdraw any filings or agree with any Governmental Authority on an extension of any applicable examination periods only with the prior written consent of Seller 1, which consent shall not be unreasonably withheld, conditioned or delayed. “
Filing Obligation. The Purchaser shall ensure that (i) any filings necessary to obtain the AWV Clearance and (ii) any other filings with, or notifications to, any Governmental Authority required in order to lawfully consummate the transactions contemplated hereunder (collectively the “Clearances”) are prepared and made within three (3) Business Days after the Signing Date.
Filing Obligation. 7 (c) Effectiveness.................................................. 7 (d)
Filing Obligation. In the event the effectiveness of the Shelf Registration (as defined below) occurs after June 30, 1999, the Company shall pay to each Purchaser one 8. percent (1%) of such Purchaser's Purchase Price as a remedy of Purchaser relating to such failure of the effectiveness of the Shelf Registration (as defined below) to occur by June 30, 1999 for each month such registration has not been declared effective, provided, however; that no such payments shall be made if the requirements under this Section 7 are waived in accordance with Section 9 below and provided, further; that no such payments shall in the aggregate exceed each Purchaser's Purchase Price.
Filing Obligation. Promptly after each Unit is formed, amended, reconfigured, or dissolved, Monterey shall file an instrument, describing and designating (or amending, reconfiguring, or dissolving) the Unit, with the Minerals Management Service, file the same instrument for recordation with the county clerk, and provide a photocopy of the instrument to Santa Fe.
Filing Obligation. As promptly as practicable following the Effective Date, the Company shall prepare and file with the SEC a "shelf" registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a "SHELF REGISTRATION STATEMENT") on Form S-1 or any other appropriate form under the Securities Act covering the continuous resale of the Registrable Securities (the "SHELF REGISTRATION"). The Company shall use its good faith, reasonable commercial efforts to cause the Shelf Registration to be declared effective under the Securities Act as promptly as practicable, but in no event later than ninety (90) days after the Effective Date, and once effective, the Company shall use good faith reasonable commercial efforts to cause such Shelf Registration to remain effective for a period ending on the earlier of: (i) the date on which there are no Registrable Securities outstanding; or (ii) subject to Section 5(c), the date that is the two-year (2-year) anniversary of the Effective Date. The Company shall not include or permit any other party to include any securities other than Registrable Securities in the Shelf Registration. The Shelf Registration Statement shall contain a broad-form plan of distribution (including permitting underwritten offerings). The Company shall be permitted to file a post-effective amendment to its Form S-1 Registration Statement on Form S-3 at such time as the Company becomes eligible, in its sole discretion, to use Form S-3.
