Form S-1. If the Company indicates in the Piggyback Offering Notice that it intends to effect a registration pursuant to Form S-1, upon the written request of any Holder (which request shall specify the Registrable Securities intended to be registered by such Holder), made within ten (10) days after the receipt of any such notice but in no event later than two (2) Business Days prior to the date the Form S-1 is filed with the SEC, the Company will, subject to the conditions set forth in Section 2.3 and the provision of the information specified in Section 2.5, use reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof.
Form S-1. The Form S-1 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-1 shall have been issued and no proceedings for that purpose shall have been initiated.
Form S-1. The Company is eligible to register the Registrable Securities for resale by each Holder on a registration statement on Form S-1 under the Securities Act. As of the date hereof and as of the Closing Date, there exist no facts or circumstances (including, without limitation, any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant’s consents) that could reasonably be expected to prohibit or delay the preparation, filing or effectiveness of such registration statement on Form S-1.
Form S-1. The Company is eligible to file the Registration Statement (as defined in the Registration Rights Agreement) on Form S-1 under the Act and rules promulgated thereunder, and Form S-1 is permitted to be used for the transactions contemplated hereby under the Act and rules promulgated thereunder.
Form S-1. (a) Diamondback shall prepare an amendment to the S-1 and Contributor shall prepare a Current Report on Form 8-K, each of which shall include descriptions of this Agreement and the Transactions and such forms shall be filed simultaneously with the Commission. The Parties shall cooperate and consult with each other with respect to the disclosure of the Transactions contained in the Form 8-K and the S-1. Diamondback shall promptly provide copies or all written comments received from the Commission, and consult with Contributor with respect to any comments received from the Commission regarding the Transaction, and make available to Contributor upon its request a complete and correct copy of any amendments that are filed with the Commission. At its effective time, the S-1 shall comply as to form in all material respects with the rules and regulations promulgated by the Commission under the Securities Act and shall not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. Diamondback will advise Contributor, after it receives notice thereof, of the time when S-1 has become effective or any supplement or amendment has been filed, or the issuance of any stop order.
Form S-1. The Form S-1 shall have been declared effective by the SEC; provided, however, this condition shall be deemed satisfied if Acquirer has been advised (orally or in writing) to its satisfaction by the staff of the SEC that the staff will not object to the occurrence of the Contribution Closing (and the payment of the Equity Consideration as described herein) prior to the effectiveness of the Form S-1 and that such occurrence will not adversely affect (i) the processing of the Form S-1 by the SEC or (ii) the willingness of the SEC to declare the Form S-1 effective upon the resolution and clearance of all comments issued by the SEC in connection with its review of the Form S-1.
Form S-1. As promptly as practicable after the date of this Agreement, (i) SpinCo shall prepare (with Parent’s reasonable cooperation) and file with the SEC a registration statement under the Securities Act on Form S-1 (as amended or supplemented from time to time, the “Form S-1”) to register its shares of common stock in the Spin-Off, (ii) in consultation with Parent, the Company shall set a record date for the Spin-Off, and (iii) the Company and SpinCo shall, in consultation with Parent, establish any appropriate procedures to be used by the Company or SpinCo or the holders of Company Common Stock in connection with the Spin-Off.
Form S-1. Promptly after any change or modification is made to the Form S-1, a true and correct copy of the revised Form S-1 that incorporated such change or modification.
Form S-1. The SEC shall have declared the Registration Statement effective.
Form S-1. As soon as practicable following the Effective Date, Unusual shall file a Form S-1 Registration Statement (the “Registration Statement”) with the SEC providing for Unusual to sell at least $5 million of Unusual Common Stock (the “Offering”). Red Cat shall co-operate with Unusual in connection with the Offering. Unusual shall not file the Form S-1 Registration Statement or any amendment thereto, absent the express prior written approval therefor by Red Cat, such consent not to be unreasonably withheld, delayed or denied.”
