Filing of Shelf Registration. At any time following the 181st day after the closing of the IPO (the “Shelf Filing Eligibility Date”), the Company may file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) with respect to the resale of all of the Registrable Securities held by the Holders. Notwithstanding the foregoing, in the event that, at any time following the Shelf Filing Eligibility Date, the Company has not effected or is not diligently pursuing a Shelf Registration Statement pursuant to the foregoing sentence, then, upon the written request of any Holder (the “Shelf Registration Request”), the Company shall promptly file with the SEC such Shelf Registration Statement with respect to the resale of all of the Registrable Securities held by the Holders. Irrespective of whether the filing of the Shelf Registration Statement was pursuant to the Shelf Registration Request, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to promptly (but in any event within ninety (90) days) be declared (or become) effective under the Securities Act. Any such Registration pursuant to this Section 3.2.1 shall hereinafter be referred to as a “Shelf Registration.”
Filing of Shelf Registration. The Registrants shall use its reasonable best efforts to file a "shelf" registration statement on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the SEC) under the Securities Act (a "SHELF REGISTRATION") as promptly as practicable and in no event later than the date that is 300 days following the initial making of the Loans (the "FILING DATE") to permit resales of all of the Registrable Securities. The Registrants agree to use their reasonable best efforts to cause such Shelf Registration to become effective as promptly as possible after the filing thereof, but in no event later than 60 days after the Filing Date (the "EFFECTIVE DATE"), and thereafter to keep it continuously effective for the period that will terminate upon the earlier of (1) when all the Registrable Securities covered by the Shelf Registration have been sold pursuant to such Shelf Registration or have been sold to the public pursuant to Rule 144 and (2) no Registrable Securities or Loans are outstanding.
Filing of Shelf Registration. As promptly as practicable (but no later than sixty (60) days) following the Company’s becoming eligible to use Form S-3, the Company shall file a “shelf” registration statement (the “Shelf Registration Statement”) with the Commission on an appropriate form providing for the Registration and sale on a delayed or continuous basis pursuant to Rule 415 (or any similar provision that may be adopted by the Commission) under the Act by the Holders of the Registrable Securities from time to time in the manner described in the Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Act as promptly as reasonably practicable following the filing thereof with the Commission, and to keep the Shelf Registration Statement continuously effective until the date that all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Act; except that the Company shall not be obligated to take any action to effect any such registration or to keep the Shelf Registration Statement continuously effective pursuant to this Section 3(c) and may suspend the use of the prospectus included therein, if in the good faith judgment of the board of directors of the Company (in consultation with legal counsel and/or an investment banking firm of recognized national standing), such Registration and offering would reasonably be expected to materially and adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company; except in no event shall such deferral or suspension, together with any deferral or suspension under Section 3(a)(iii) and 3(b)(iii) exceed ninety (90) days in any twelve (12)-month period. The Company shall provide written notice to the Investors prior to such deferral or suspension, which notice need not specify the nature of the event giving rise to such suspension. The Shelf Registration Statement filed pursuant to this Section 3(c)(i) may, subject to the provisions of Section 3(c)(ii), include other securities of the Company with respect to which registration rights have been or may be granted, and may...
Filing of Shelf Registration. The Company shall use its reasonable best efforts to file a "shelf" registration statement (the "SHELF REGISTRATION STATEMENT") on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the SEC) under the Securities Act (a "SHELF REGISTRATION") in no event later than the date that is 15 days following the receipt of a written request from the Administrative Agent or Holders of a majority in aggregate principal amount of the Registrable Securities (the "FILING DATE") to permit resales of all of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause such Shelf Registration to become effective as soon as practicable after the filing thereof and in no event later than 105 days after the receipt of such written request (the "EFFECTIVE DATE"), and thereafter to keep it continuously effective for the period that will terminate upon the earlier of the date on which (1) all the Registrable Securities covered by the Shelf Registration have been sold pursuant to such Shelf Registration or are eligible to be sold to the public without restriction pursuant to Rule 144(k) and (2) no Registrable Securities remain outstanding and (3) three years after the Initial Maturity Date. The Company shall not be required to file more than one Shelf Registration Statement, subject to the provisions set forth in Section 5 hereof.
Filing of Shelf Registration. (i) (x) Subject to clause (y) below, the Company shall comply with all the provisions of Sections 3(a) to 3(j) and shall use its reasonable best efforts to file with the Commission within 100 days of the Effective Date, and thereafter shall use its reasonable best efforts to cause to be declared effective within 180 days after the Effective Date, a Shelf Registration Statement, covering all of the Registrable Securities, and relating to the offer and sale of the Registrable Securities, by the holders of the Registrable Securities from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement.
Filing of Shelf Registration. At any time following the later of (i) the 366th day after the closing of the IPO and (ii) the date on which the Company is eligible to use a shelf Registration Statement pursuant to Rule 415 under the Securities Act (“Shelf Registration Statement”), upon the written request of the Manager (the “Shelf Registration Request”), the Company shall promptly file with the SEC a Shelf Registration Statement with respect to the resale of all of the Registrable Securities held by the Holders. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to promptly (but in any event within ninety (90) days) be declared (or become) effective under the Securities Act. Any such Registration pursuant to this Section 3.2.1 shall hereinafter be referred to as a “Shelf Registration.”
Filing of Shelf Registration. The Company covenants and agrees that, within fifteen (15) Business Days of the execution of this Agreement (the “Required Filing Date”), it shall file one or more “shelf” registration statements pursuant to Rule 415 (or similar rule that may be adopted by the SEC) under the Securities Act (collectively, the “Shelf Registration Statement”) to permit on a continuous basis resales of the Warrants by the Holders thereof who may be deemed Affiliates of the Company, the issuance of Warrant Shares upon the exercise of the Warrants by the Holders thereof and the resale of Warrant Shares by the Holders thereof who may be deemed Affiliates of the Company (the “Registrable Securities”). The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective as promptly as possible after the filing thereof, but in no event later than sixty (60) days after the Required Filing Date.
Filing of Shelf Registration. The Company covenants and agrees that, within fifteen (15) Business Days of the execution of this Agreement (the “Required Filing Date”), it shall file one or more “shelf” registration statements pursuant to Rule 415 (or similar rule that may be adopted by the SEC) under the Securities Act (collectively, the “Shelf Registration Statement”) to permit on a continuous basis (i) resales of the Warrants by the Holders thereof who may be deemed Affiliates of the Company, (ii) the issuance of Warrant Shares upon the exercise of the Warrants by the Holders thereof, (iii) the resale of Warrant Shares by the Holders thereof who may be deemed Affiliates of the Company, (iv) resales of the Warrants issued to the Supporting Noteholders in connection with the Second Lien Term Loan and the resale of Warrant Shares issued to the Supporting Noteholders upon the exercise of such Warrants and (v) resales of the Warrants issued to ASOF in connection with the ASOF CTO Funding and the resale of Warrant Shares issued to ASOF upon the exercise of such Warrants (the “Registrable Securities”). The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective as promptly as possible after the filing thereof, but in no event later than sixty (60) days after the Required Filing Date.
Filing of Shelf Registration. As promptly as practicable (but no later than September 15, 2009), the Company shall file a “shelf” registration statement (the “Shelf Registration Statement”) with the Commission on an appropriate form providing for the Registration and sale on a delayed or continuous basis pursuant to Rule 415 (or any similar provision that may be adopted by the Commission) under the Act by the Holders of the Registrable Securities from time to time in the manner described in the Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Act as promptly as reasonably practicable following the filing thereof with the Commission, and to keep the Shelf Registration Statement continuously effective until the date that all Registrable Securities have been sold pursuant to the Shelf Registration Statement or until such securities may be sold by the applicable Holders under Rule 144 of the Securities Act without the volume or manner of sale restrictions. The Shelf Registration Statement filed pursuant to this Section 3(a)(i) may, subject to the provisions of Section 3(a)(i), include other securities of the Company with respect to which registration rights have been or may be granted, and may include securities being sold for the account of the Company (collectively, “Other Shares”). The Company in its sole discretion may condition the inclusion of Registrable Securities in a Registration under this Section 3(a) upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).
Filing of Shelf Registration. Aksys shall as promptly as practicable file with the Securities and Exchange Commission (the "SEC") a registration statement for offerings to be made on a continuous or delayed basis pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), covering all of the Registrable Securities other than the New Shares (the "INITIAL SHELF REGISTRATION") and shall use reasonable best efforts to cause such Initial Shelf Registration to be declared effective by the SEC under the Securities Act as promptly as practicable thereafter. The Initial Shelf Registration shall be on Form S-3, if available to Aksys, or otherwise on Form S-1 or another appropriate form permitting registration of such Registrable Securities for sale by each Stockholder and Permitted Transferee, if any, in the manner or manners reasonably designated by the Master Fund (including, without limitation, one or more underwritten offerings and broker-assisted distributions). Aksys shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration (as defined below) filed pursuant to this Agreement without the prior written consent of the Master Fund.
