New Shelf Registration Statement Clause Samples
The "New Shelf Registration Statement" clause requires a party, typically the issuer of securities, to file a new shelf registration statement with the relevant regulatory authority, such as the SEC, to enable the offering and sale of securities over a period of time. This clause outlines the circumstances under which a new registration statement must be prepared, such as when an existing shelf registration is about to expire or has become ineffective, and may specify the timing and content requirements for the new filing. Its core practical function is to ensure continuous access to the capital markets by maintaining an effective registration statement, thereby preventing disruptions in the ability to offer or sell securities.
New Shelf Registration Statement. If the third anniversary of the initial effective date of the Registration Statement occurs before all the Shares have been sold by the Underwriters, prior to the third anniversary the Company will file a new shelf registration statement and take any other action necessary to permit the public offering of the Shares to continue without interruption; references herein to the Registration Statement shall include the new registration statement declared effective by the Commission.
New Shelf Registration Statement. If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company will use reasonable best efforts to file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form reasonably satisfactory to you. If, at the Renewal Deadline, the Company is no longer eligible to file an automatic shelf registration statement, the Company will use reasonable best efforts to file, if it has not already done so, a new shelf registration statement relating to the Securities, in a form reasonably satisfactory to you and will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will use reasonable best efforts to take all other action reasonably necessary to permit the public offering and sale of the Securities to continue, in all material respects, as contemplated in the expired registration statement relating to the Securities. References in Section 1 hereof to the Registration Statement shall include, as applicable, such new automatic shelf registration statement or such new shelf registration statement, as the case may be. The Representative, on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.
New Shelf Registration Statement. If at any time during the Term of this Agreement, any portion of the Registrable Securities cease to be registered for resale under an effective registration statement or are not included for registration under the Initial Form S-1, the Company, upon receipt of a written request from a Holder, shall file a “shelf” registration statement (a “Shelf Registration Statement”) with the SEC 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 SEC) under the Securities Act by the Holders of any Registrable Securities not covered by an effective registration statement or not included for registration under the Initial Form S-1. The Shelf Registration Statement shall be filed (i) within ninety (90) days following the Company’s receipt of such H▇▇▇▇▇’s written request if the Company is eligible to use Form S-3 or if the Company is eligible to incorporate by reference pursuant to Instruction VII of Form S-1 or (ii) in all other cases, within one hundred and twenty (120) days following the Company’s receipt of such Holder’s written request. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing thereof with the SEC but in any event (x) no later than sixty (60) days following the filing of a Shelf Registration Statement, to the extent that the Shelf Registration Statement is subject to a “No Review” by the SEC or (y) one hundred and eighty (180) days following the filing of a Shelf Registration Statement if the Shelf Registration Statement is subject to review by the SEC, and to keep the Shelf Registration Statement continuously effective until the date that all Registrable Securities have been sold, transferred (other than to Permitted Transferees) or no longer constitute Registrable Securities. The Shelf Registration Statement filed pursuant to this Section 2.1(b), may include other securities being sold for the benefit of the Company or for the benefit of other stockholders to whom registration rights have been or may be granted (collectively, “Other Shares”). The Company in its reasonable discretion may condition the inclusion of Registrable Securities in a registration statement under this Section 2.1(b) upon the timely provision by such Holder of such information as the Company may reasonably req...
New Shelf Registration Statement. ▇▇▇▇▇▇▇▇▇▇ covenants and agrees that it shall enter into a new At the Market Sales Agreement with the Company on substantially the same terms as set forth herein and perform other necessary actions related thereto upon the effectiveness of the Company’s pending shelf registration statement on Form S-3 (SEC File No. 333-173757) for sales of shares of Preferred Stock.
New Shelf Registration Statement. MLV covenants and agrees that it shall enter into a new At the Market Sales Agreement with the Company on substantially the same terms as set forth herein and perform other necessary actions related thereto upon the effectiveness of the Company’s pending shelf registration statement on Form S-3 (SEC File No. 333-173757) for sales of shares of Preferred Stock.
New Shelf Registration Statement. If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Common Shares (including in the form of ADSs) remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new shelf registration statement relating to the Common Shares, in a form not reasonably objected to by you and will use its reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Common Shares to continue as contemplated in the expired registration statement relating to the Common Shares. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.
New Shelf Registration Statement. If the third anniversary of the initial effective date of the Registration Statement occurs before all the Offered ADSs have been sold by the Underwriters, prior to the third anniversary, to file a new shelf registration statement and to take any other action necessary to permit the public offering of the Offered ADSs to continue without interruption; references herein to the Registration Statement shall include the new registration statement declared effective by the Commission.