Registration of Common Stock. Prior to the commencement of the Exercise Period, the Company shall use its best efforts to prepare and file with the Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Securities Act of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Shares issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and shall use its best efforts to maintain the effectiveness of such registration statement and ensure that a current prospectus is on file with the Commission until the expiration of the Warrants in accordance with the provisions of this Agreement; provided, however, that the Company shall not be obligated to deliver Shares, and shall not have penalties nor be liable to the Warrant holder for failure to deliver Shares pursuant to Section 3, if a registration statement is not effective or a current prospectus is not on file with the Commission at the time of exercise of the Warrant by the holder. For the avoidance of doubt, the Company may be liable to a Warrant holder for failure to fulfill its obligations to use best efforts pursuant to this Section 7.4.
Appears in 6 contracts
Samples: Warrant Agreement (NRDC Acquisition Corp.), Warrant Agreement (Transforma Acquisition Group Inc.), Warrant Agreement (Transforma Acquisition Group Inc.)
Registration of Common Stock. Prior to the commencement of the Exercise Period, the Company shall use its best reasonable efforts to prepare and file with the Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Securities Act of, and it shall use its best efforts to take such action as is may be necessary to qualify for sale, in those states in which the Public Warrants were initially offered by the Company, the Shares shares of Common Stock issuable upon exercise of the Public Warrants. The In either case, the Company shall use its best reasonable efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and shall use its best efforts to maintain the effectiveness of such registration statement and ensure that a current prospectus is on file with the Commission until the expiration of the Public Warrants in accordance with the provisions of this Agreement; provided, however, that the Company shall not be obligated to deliver Sharesshares of Common Stock, and shall not have penalties nor be liable to the Warrant holder Registered Holder for failure to deliver Shares shares of Common Stock pursuant to Section 3, if a registration statement is not effective or a current prospectus is not on file with the Commission at the time of exercise of the Warrant by the holder. For the avoidance of doubt, the Company may be liable to a Warrant holder for failure to fulfill its obligations to use best its reasonable efforts pursuant to this Section 7.4.
Appears in 3 contracts
Samples: Warrant Agreement (iStar Acquisition Corp.), Warrant Agreement (Global Entertainment & Media Holdings Corp), Warrant Agreement (iStar Acquisition Corp.)
Registration of Common Stock. Prior to the commencement of the Exercise Period, the Company shall use its best efforts to prepare and file with the Securities and Exchange Commission (the "Commission") a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Securities Act of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Shares issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and shall use its best efforts to maintain the effectiveness of such registration statement and ensure that a current prospectus is on file with the Commission until the expiration of the Warrants in accordance with the provisions of this Agreement; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to deliver Shares, and shall not have penalties nor be liable to the Warrant holder for failure to deliver Shares pursuant to Section 3, if a registration statement is not effective or a current prospectus Prospectus is not on file with the Commission at the time of exercise of the Warrant by the holder. For the avoidance of doubt, the Company may be liable to a Warrant holder for failure to fulfill its obligations to use best efforts pursuant to this Section 7.4.
Appears in 3 contracts
Samples: Warrant Agreement (Granahan McCourt Acquisition CORP), Warrant Agreement (Granahan McCourt Acquisition CORP), Warrant Agreement (Granahan McCourt Acquisition CORP)
Registration of Common Stock. Prior to the commencement of the Exercise Period, the Company shall use its best efforts to prepare and file with the Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Securities Act of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Shares shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and shall use its best efforts to maintain the effectiveness of such registration statement and ensure that a current prospectus is on file with the Commission until the expiration of the Warrants in accordance with the provisions of this Agreement; provided, however, that the Company shall not be obligated to deliver Sharesshares of Common Stock, and shall not have penalties nor be liable to the Warrant holder for failure to deliver Shares shares of Common Stock pursuant to Section 3, if a registration statement is not effective or a current prospectus is not on file with the Commission at the time of exercise of the Warrant by the holder. For the avoidance of doubt, the Company may be liable to a Warrant holder for failure to fulfill its obligations to use best efforts pursuant to this Section 7.4.
Appears in 3 contracts
Samples: Warrant Agreement (Inter-Atlantic Financial, Inc.), Warrant Agreement (Inter-Atlantic Financial, Inc.), Warrant Agreement (Inter-Atlantic Financial, Inc.)
Registration of Common Stock. Prior The Company agrees that prior to the commencement of the Exercise Period, the Company it shall use its best efforts to prepare and file with the Securities and Exchange Commission (the “Commission”) a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Securities Act of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Shares Common Stock issuable upon exercise of the Warrants. The In either case, the Company shall will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and shall use its best efforts to maintain the effectiveness of such registration statement and ensure insure that a current prospectus Prospectus is on file with the Commission until the expiration of the Warrants in accordance with the provisions of this Agreement; Agreement provided, however, that the Company shall not be obligated to deliver SharesCommon Stock, and shall not have penalties nor be liable to the Warrant holder for failure to deliver Shares Common Stock pursuant to Section 3, if a registration statement is not effective or a current prospectus Prospectus is not on file with the Commission at the time of exercise of the Warrant by the holder. For the avoidance of doubt, the Company may be liable to a Warrant holder for failure to fulfill its obligations to use best efforts pursuant to this Section 7.4.
Appears in 2 contracts
Samples: Warrant Agreement (Churchill Ventures LTD), Warrant Agreement (Churchill Ventures LTD)
Registration of Common Stock. Prior The Company agrees that prior to the commencement of the Exercise Period, the Company it shall use its best efforts to prepare and file with the Securities and Exchange Commission (the "COMMISSION") a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Securities Act of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Shares Common Stock issuable upon exercise of the Warrants. The In either case, the Company shall will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and shall use its best efforts to maintain the effectiveness of such registration statement and ensure insure that a current prospectus Prospectus is on file with the Commission until the expiration of the Warrants in accordance with the provisions of this Agreement; Agreement provided, however, that the Company shall not be obligated to deliver SharesCommon Stock, and shall not have penalties nor be liable to the Warrant holder for failure to deliver Shares Common Stock pursuant to Section 3, if a registration statement is not effective or a current prospectus Prospectus is not on file with the Commission at the time of exercise of the Warrant by the holder. For the avoidance of doubt, the Company may be liable to a Warrant holder for failure to fulfill its obligations to use best efforts pursuant to this Section 7.4.
Appears in 2 contracts
Samples: Warrant Agreement (Churchill Ventures LTD), Warrant Agreement (Churchill Ventures LTD)
Registration of Common Stock. Prior The Company agrees that prior to the commencement of the Exercise Period, the Company it shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration registration, under the Securities Act Act, of, and it shall use its reasonable best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Shares Common Stock issuable upon exercise of the Warrants. The In either case, the Company shall will use its reasonable best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and shall use its best efforts to maintain the effectiveness of such registration statement and ensure that a current prospectus is on file with the Commission until the expiration or redemption of the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, that the Company shall not be obligated to deliver Shares, and shall not have penalties nor be liable to the Warrant holder for failure to deliver Shares pursuant to Section 3, if a registration statement is not effective or a current prospectus Prospectus is not on file with the Commission at the time of exercise of the Warrant by the holder. For the avoidance of doubt, the Company may be liable to a Warrant holder for failure to fulfill its obligations to use reasonable best efforts pursuant to this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Pali.
Appears in 2 contracts
Samples: Warrant Agreement (TM Entertainment & Media, Inc.), Warrant Agreement (TM Entertainment & Media, Inc.)
Registration of Common Stock. Prior to the commencement of the Exercise Period, the Company shall use its best efforts to prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Securities Act of, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Shares shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and shall use its best efforts to maintain the effectiveness of such registration statement and ensure that a current prospectus Prospectus is on file with available for delivery by the Commission Warrant Agent until the expiration of the Warrants in accordance with the provisions of this Agreement; provided, however, that the Company shall not be obligated to deliver Shares, shares of Common Stock and shall not have penalties nor be liable to the Warrant holder for failure to deliver Shares pursuant to Section 3shares of Common Stock, if a registration statement is not effective or a current prospectus Prospectus is not on file with available for delivery by the Commission Warrant Agent at the time of exercise of the Warrant by the registered holder. For the avoidance of doubt, the Company may be liable to a Warrant holder for failure to fulfill its obligations to use best efforts pursuant to this Section 7.4.
Appears in 2 contracts
Samples: Form of Warrant Agreement (Bank Street Telecom Funding Corp.), Form of Warrant Agreement (Bank Street Telecom Funding Corp.)