Common use of Filing of a Registration Statement Clause in Contracts

Filing of a Registration Statement. No later than thirty (30) calendar days following the date hereof, the Company shall have prepared and filed with the SEC a Registration Statement for the resale by the Investor of the Commitment Shares and the Warrant Shares and shall file one or more additional Registration Statements for the resale by Investor of other Registrable Securities if necessary. The Company acknowledges and agrees that it shall not have the ability to request any Advances until the effectiveness of a Registration Statement registering the applicable Registrable Securities for resale by the Investor. The Company and the Investor shall mutually agree on a good faith estimate of the number of Commitment Fee Shares which may be issuable pursuant to Section 13.04 for purposes of registration; provided, however, that in the event such estimated number of shares have been (i) underestimated, the Company shall use reasonable best efforts to register additional Commitment Fee Shares promptly after such underestimation is made known to the Company and (ii) overestimated, the Company shall treat (and disclose in the registration statement the same) such excess shares as Common Shares issuable and saleable to the Investor pursuant to Advances hereunder. All of the Warrant Shares shall be registered in the initial Registration Statement.

Appears in 1 contract

Samples: Purchase Agreement (Incannex Healthcare Inc.)

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Filing of a Registration Statement. No later than thirty (30) calendar days following the date hereofof the Business Combination, the Company shall have prepared use its reasonable best efforts to prepare and filed file with the SEC a Registration Statement for the resale by the Investor of the Commitment Shares Registrable Securities and the Warrant Shares and shall to file one or more additional Registration Statements for the resale by Investor of other Registrable Securities if necessary. The Company acknowledges and agrees that it shall not have the ability to request any Advances until the effectiveness of a Registration Statement registering the applicable Registrable Securities for resale by the Investor. The Company and the Investor shall mutually agree on a good faith estimate of the number of Commitment Fee Shares which may be issuable pursuant to Section 13.04 for purposes of registration; provided, however, that in the event such estimated number of shares have been (i) underestimated, the Company shall use reasonable best efforts to register additional Commitment Fee Shares promptly after such underestimation is made known to the Company and (ii) overestimated, the Company shall treat (and disclose in the registration statement the same) such excess shares as Common Shares Stock issuable and saleable to the Investor pursuant to Advances hereunder. All of the Warrant Shares shall be registered in the initial Registration Statement.b.

Appears in 1 contract

Samples: Purchase Agreement (Focus Impact Acquisition Corp.)

Filing of a Registration Statement. No later than thirty (30) calendar days following the date hereof, the Company shall have prepared and filed with the SEC a Registration Statement for the resale by the Investor of the Commitment Shares and the Warrant Shares Registrable Securities and shall file one or more additional Registration Statements for the resale by Investor of other Registrable Securities if necessary. The Company acknowledges and agrees that it shall not have the ability to request any Advances until the effectiveness of a Registration Statement registering the applicable Registrable Securities for resale by the Investor. The Company and the Investor shall mutually agree on a good faith estimate of the number of Commitment Fee Shares which may be issuable pursuant to Section 13.04 for purposes of registration; provided, however, that in the event such estimated number of shares have been (i) underestimated, the Company shall use reasonable best efforts to register additional Commitment Fee Shares promptly after such underestimation is made known to the Company and (ii) overestimated, the Company shall treat (and disclose in the registration statement the same) such excess shares as Common Shares issuable and saleable to the Investor pursuant to Advances hereunder. All of the Warrant Shares shall be registered in the initial Registration Statement.

Appears in 1 contract

Samples: Purchase Agreement (Safe & Green Development Corp)

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Filing of a Registration Statement. No later than thirty (30) calendar days following the date hereof, the Company shall have prepared and filed with the SEC a Registration Statement for the resale by the Investor of the Commitment Shares and the Warrant Shares Registrable Securities and shall file one or more additional Registration Statements for the resale by Investor of other Registrable Securities if necessary. The Company acknowledges and agrees that it shall not have the ability to request any Advances until the effectiveness of a Registration Statement registering the applicable Registrable Securities for resale by the Investor. The Company and the Investor shall mutually agree on a good faith estimate of the number of Commitment Fee Shares which may be issuable pursuant to Section 13.04 for purposes of registration; provided, however, that in the event such estimated number of shares have been (i) underestimated, the Company shall use reasonable best efforts to register additional Commitment Fee Shares promptly after such underestimation is made known to the Company and (ii) overestimated, the Company shall treat (and disclose in the registration statement the same) such excess shares as Common Shares issuable and saleable to the Investor pursuant to Advances hereunder. All of the Warrant Shares shall be registered in the initial Registration Statement.EXECUTION VERSION

Appears in 1 contract

Samples: Purchase Agreement (Crown LNG Holdings LTD)

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