Common use of Initial Shelf Registration Clause in Contracts

Initial Shelf Registration. The Company shall, under the circumstances set forth in Section 2(i), prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration"). The Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as possible following the request of the Purchasers or, if later, by the Filing Date. The Initial Shelf Registration shall be on an appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by a majority in principal amount of the securities then outstanding (including, without limitation, one or more underwritten offerings). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is 24 months from the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration have been sold or (ii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

Appears in 1 contract

Samples: Jordan Industries Inc

AutoNDA by SimpleDocs

Initial Shelf Registration. The Company shall, under and the circumstances set forth in Section 2(i), Subsidiary shall prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the "Initial Shelf Registration"). The If the Company and the Subsidiary shall have not yet filed an Exchange Registration Statement, each of the Company and the Subsidiary shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. In any other instance, each of the Company and the Subsidiary shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 20 30 days of the delivery of the Shelf Notice or as promptly as possible following the request of the Purchasers or, if later, by the Filing DateNotice. The Initial Shelf Registration shall be on an Form S-3 (if applicable, or Form S-1, if not available) or another appropriate form permitting registration of such Registrable Securities Notes for resale by such Holders in the manner or manners designated by a majority in principal amount of the securities then outstanding them (including, without limitation, one or more underwritten offerings). The Company and the Subsidiary shall (i) not permit any securities other than the Registrable Securities Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration, . Each of the Company and (ii) the Subsidiary shall use its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as promptly soon as practicable thereafter and in no event later than 60 days after filing of the filing thereof Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that which is 24 months from the Effectiveness second anniversary of the Issue Date (subject to extension pursuant to the last paragraph of Section 6 5 hereof) (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration have been sold or (ii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.Initial

Appears in 1 contract

Samples: Registration Rights Agreement (Cityscape Corp)

Initial Shelf Registration. The Company shall, under the circumstances set forth in Section 2(i), Issuers shall as promptly as reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration"). The Company If the Issuers shall use its best efforts have not yet filed an Exchange Offer and the Shelf Notice was delivered at least 45 days prior to the Filing Date, the Issuers shall file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall file with the SEC the Initial Shelf Registration within 20 60 days of the delivery of the Shelf Notice or as promptly as possible following the request of the Purchasers or, if later, by the Filing DateNotice. The Initial Shelf Registration shall be on an Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders holders in the manner or manners designated by a majority in principal amount of the securities then outstanding them (including, without limitation, one or more underwritten offerings). The Company Issuers shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use its their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable on or prior to the 120th day after the filing thereof with the SEC and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that which is 24 months from the Effectiveness Issue Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration have been sold or (ii) a Subsequent in the manner set forth and as contemplated in the Initial Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.or

Appears in 1 contract

Samples: Registration Rights Agreement (Frontiervision Holdings Capital Ii Corp)

AutoNDA by SimpleDocs

Initial Shelf Registration. The Company shall, under the circumstances set forth in Section 2(i), shall carefully prepare and file with the SEC SEC, as soon as practicable following the Effective Date (but no later than 60 days from the Effective Date), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities then outstanding (the "Initial Shelf Registration"). The Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as possible following the request of the Purchasers or, if later, by the Filing Date. The Initial Shelf Registration shall be on an Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such the Holders in the manner or manners designated by a majority in principal amount of the securities then outstanding them (including, without limitation, one or more underwritten offerings). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) . The Company shall use its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly soon as practicable practical after the filing thereof Effective Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is 24 months from fifth anniversary of the Effectiveness Effective Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when on the earlier of the date on which (i) all Registrable Securities covered by the Initial Shelf Registration have been sold or in the manner set forth and as contemplated in the Initial Shelf Registration, (ii) a Subsequent Shelf Short Form Registration covering all of the Registrable Securities has been declared effective under the Act or (iii) all Registrable Securities Actmay be immediately sold pursuant to Rule 144(k), provided that the Company has obtained an opinion to such effect from counsel reasonably acceptable to such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Nii Holdings Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.