Form S-3 Registration Statement Clause Samples

Form S-3 Registration Statement. Within thirty (30) days of the Effective Time of the Merger, Avant! shall file with the SEC a registration statement on Form S-3 to register the Avant! Common Stock issued pursuant to the Merger for resale. Avant! will, at its expense (excluding any broker fees and commissions), use its best efforts to cause such registration statement to become effective, and, subject to the provisions below, use best efforts to, keep such registration statement effective for the lesser of one (1) year or until all such shares of Avant! Common Stock have been sold. If at any time after such registration statement becomes effective, Avant! advises the holders of such Avant! Common Stock in writing that due to the existence of material information that has not been disclosed to the public and included in the registration statement it is thus necessary to amend the registration statement (including by reporting such information under the Exchange Act), the holders of such Avant! Common Stock shall suspend any further sale of Avant! Common Stock pursuant to the registration statement until the registration statement has been amended. In such event, Avant! shall use best efforts to amend the registration statement as soon as reasonably practicable and in no event later than the earlier of (i) ten (10) days after Avant! has advised the holders of such Avant! Common Stock to suspend sales (which ten (10) day period may be extended, one time only, an additional ten (10) days (the "Additional Suspension") if the Board of Directors of Avant! in its good faith judgment determines that such disclosure would be substantially detrimental to Avant!; provided, however, that Avant! shall only have the right to effect an Additional Suspension twice in any twelve (12) month period) or (ii) the commencement of any period in which directors and officers of Avant! are allowed to buy or sell Common Stock of Avant! pursuant to Avant!'s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Avant! shall not impose a suspension on the sale of Avant! Common Stock by the holders of Avant! Common Stock unless Avant!'s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ window is closed. In addition, Avant! shall use its best efforts to (i) register and qualify the Avant! Common Stock covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the holders of a majority of such Avant! Common Stock; provided that Avant! shall not be required in connection therewith or as a condition there...

Form S-3 Registration Statement. In case the Company shall receive from any Requesting Holder a written request or requests that the Company effect a registration on Form S-3 or any successor form to such Form and any related qualification or compliance with respect to all or a part of the Registrable Securities held by such Requesting Holder, the Company will: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (ii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Requesting Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 10 business days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 3(h): (A) if Form S-3 or any successor form to such Form is not available for such offering; or (B) if the Company shall furnish to the Holders requesting such registration no later than 10 business days after such request a copy of a resolution of the Board certified by the secretary of the Company stating that in a good faith determination by the Board such registration statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 180 days after receipt of the request of the Requesting Holder under this Section 3(h). (iii) The Company will pay all Registration Expenses in connection with a registration under this Section 3(h). A registration effected pursuant to this Section 3(h) shall be counted as a demand for registration effected upon the request of CDPQ pursuant to Section 3(a) hereof.

Form S-3 Registration Statement. Prior to or at the Closing Date, Commerce shall prepare and file a registration statement on Form S-3 with respect to the Commerce Common Stock issued to the "affiliates" (as defined in Rule 145 and Rule 405 adopted under the Securities Act and as set forth in Exhibit 5.14) of the Company covering the resale of the Commerce Common Stock by such affiliates of the Company. Commerce shall use its reasonable efforts to cause such registration statement on Form S-3 to be declared effective, and to keep such registration statement effective until one year following the Effective Time. To the extent any affiliate of the Company shall have requested in writing to Commerce not to be included in such registration statement, the Common Commerce Stock certificates received by such affiliate shall contain applicable legends regarding compliance with Rule 145 of the Securities Act.

Form S-3 Registration Statement. If any of the Warrants are issued to Sovereign, no later than 60 days following the receipt of written demand requiring registration of the Registrable Securities from Sovereign to Company subsequent to issuance of any Warrants, the Company will file a Registration Statement on Form S-3 (or other applicable Form) with respect to such Registrable Securities and will use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the SEC.

Form S-3 Registration Statement. The Form S-3 shall have become effective in accordance with the provisions of the 1933 Act, and no stop order suspending the effectiveness of the Form S-3 shall have been issued by the SEC and shall remain in effect.

Form S-3 Registration Statement. (a) Subject to Parent's timely receipt of the Required Financial Statements, Parent shall prepare and file with the SEC, within ten (10) days following the closing, a registration statement on Form S-3 (the "Form S-3") relating to the shares of Parent Common Stock issuable with respect to the Merger pursuant to the terms and conditions of the Registration Rights Agreement. (b) Subject to Parent's timely receipt of the Required Financial Statements, Parent agrees to use its reasonable best efforts to cause the Form S-3 to become or be declared effective by the SEC as promptly as practicable after the filing thereof, but in any event, in the case where the Form S-3 is not subject to review by the SEC, such Form S-3 shall be effective not later than the later of: (i) fifteen (15) Business Days following the Effective Date; and (ii) five (5) Business Days following notification by the staff of the SEC that no review will be performed. In connection with the filing of any Form S-3, but subject to Parent's timely receipt of the Required Financial Statements, Parent agrees to make any other filings with the SEC required to be made prior to the effectiveness of the Form S-3, including, if required, a Current Report on Form 8-K with respect to the closing of the Merger and all financial statements required to be included therein. (c) Parent shall use its reasonable best efforts to maintain the effectiveness of the Form S-3 for the period described in the Registration Rights Agreement, and shall otherwise comply with all of its obligations contained in the Registration Rights Agreement.

Form S-3 Registration Statement. As promptly as practicable following the Closing Date, but in no event not later than July 15, 2003, Buyer shall cause to be filed with the SEC, a Registration Statement on Form S-3 (the "Registration Statement"). Buyer shall use its reasonable best efforts to obtain the effectiveness of the Registration Statement on or before September 15, 2003 and all such qualifications and compliances as are reasonably required to permit or facilitate the sale and distribution by Seller and the shareholders of Seller identified on Schedule 5.2 attached hereto of all of the Shares (the "Resale Registration"); provided that all selling shareholders shall each provide Buyer with customary representations and warranties. Such Resale Registration shall be kept effective by Buyer until the earlier of (i) all of the shares covered thereby have been sold or (ii) one year from the date registration statement is declared effective. The obligations of this Section 5.4 shall survive the consummation of the transactions contemplated by this Agreement. Buyer acknowledges and agrees that the shareholders of Seller are third-party beneficiaries under this Section 5.3.

Form S-3 Registration Statement. The Operating Partnership and the Company each meet the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement, the Form 10 and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement or, in each case, any part thereof has been issued and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Operating Partnership or the Company, is contemplated by the Commission or the state securities authority of any jurisdiction and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or is pending before or, to the knowledge of the Operating Partnership or the Company, is contemplated by, the Commission or the state securities authority of any jurisdiction.

Form S-3 Registration Statement. As soon as practicable but no later than five (5) business days after the Effective Time, Acquiror shall file with the SEC a registration statement on Form S-3 to register the Acquiror Common Stock issued pursuant to the Merger for resale in Accordance with the provisions of the Registration Rights Agreement.