Registration Rights and the Listing of Shares Sample Clauses

Registration Rights and the Listing of Shares. (a) The Guarantor will file, no later than the ninetieth (90th) day following the Completion Date (the “Outside Filing Date”), with the United States Securities and Exchange Commission (the “Commission”) a prospectus supplement pursuant to Rule 424(b)(7) of the Securities Act (the “Prospectus Supplement”) under the Guarantor’s currently effective Registration Statement on Form S-3 (File No. 333-198598) (the “Registration Statement”) covering the resale to the public of the shares of Common Stock issued, or issuable, to the Sellers under this Agreement that have complied with clause 13.2(f) (the “Registrable Securities”) and any other information or filing required by the Securities Act or the Exchange Act to be filed prior to such prospectus supplement, provided the Registration Statement is then available to the Guarantor for filing the Prospectus Supplement. If the Guarantor ceases to be a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) at any time prior to the Outside Filing Date or if the Registration Statement becomes unavailable to the Guarantor such that the Guarantor is unable to file the Prospectus Supplement by the Outside Filing Date, or the Guarantor reasonably expects that the Registration Statement will become unavailable such that the Guarantor will be unable to file the Prospectus Supplement by the Outside Filing Date, then the Guarantor will as soon as reasonably practicable after the occurrence of any such event, file with the Commission an automatically effective registration statement on Form S-3 (or other form available to the Guarantor if an automatically effective registration statement on Form S-3 would not be available to the Guarantor) (“Alternate Registration Statement”) covering the Registrable Securities and shall use its reasonable best efforts to cause the Alternate Registration Statement to be declared effective by the Commission (by no later than the Outside Filing Date), provided that the Guarantor shall withdraw the Alternative Registration Statement filed as a result of ceasing to be a “well-known seasoned issuer” and file the Prospectus Supplement if such Alternative Registration Statement has not become effective at the Outside Filing Date and the Registration Statement remains available to the Guarantor such that the Guarantor is able to file the Prospectus Supplement by the Outside Filing Date, and in such case the Guarantor shall instead file the Prospectus Supplement on the Outside Fi...
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Related to Registration Rights and the Listing of Shares

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Registration Right The Warrant Securities are subject to the terms of a Registration Rights Agreement. Upon request, a copy of the Registration Rights Agreement is available, without charge, from the Company.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Other Registration Rights The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

  • AMENDMENT OF REGISTRATION RIGHTS Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

  • Waiver of Registration Rights The Company shall obtain a waiver of so-called "piggy-back" registration rights from any holders of any securities of the Company who have the right to require inclusion of any or all of their securities in the Registration Statement contemplated by this Agreement.

  • No Registration Rights No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

  • Registration of the Ordinary Shares The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Registration Rights and Voting Rights Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

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