Registration Statement Filing. The Company will, as soon as practicable, but not later than thirty (30) days after the Final Closing Date, (i) file a shelf registration statement (the "Shelf Registration Statement") with respect to the resale of (A) the Common Stock underlying the Units (including the Units issuable upon exercise of the Placement Options and Advisory Options, (B) the Class C Warrants (including the Class C Warrants underlying the Placement and Advisory Options, (C) the Exercise Shares (including the Exercise Shares underlying the Class C Warrants issuable upon exercise of Placement Options and the Advisory Options) and (D) the shares of Common Stock constituting any Article VI Issuances (together the "Registrable Capital Stock") with the SEC and use its best efforts to have such Shelf Registration Statement declared effective by the SEC prior to the date that is seventy-five (75) days after the Final Closing Date (subject to penalties for failure to effect such registration in the time frames required) and (b) cause such Shelf Registration Statement to remain effective until such date as the holders of the securities (including the securities issued or then required to be issued by the Company pursuant to any Article VI Issuances, whether pursuant to Reset Issuances (as defined in the Subscription Agreement), Semi-Annual Issuances (as defined in the Subscription Agreements) or Dilution Issuances (as defined in the Subscription Agreement) have completed the distribution described in the Shelf Registration Statement or at such time that such shares are no longer, by reason of Rule 144(k) under the Act, required to be registered for the sale thereof by such holders who are not affiliates of the Company. In the event that the Shelf Registration Statement is not declared effective within the 75 day period described above, the Company shall declare and pay, for no additional consideration, to the Purchasers additional Units, equal to .25% of the Units, then held by such Purchaser for each whole month in which the Shelf Registration Statement remains ineffective. If requested by the Placement Agent, and in accordance with applicable securities laws, the Shelf Registration Statement shall cover the direct sale of such Registerable Capital Stock to the holders of such securities. The Registerable Capital Stock will be subject to a staggered "lock-up" as may be deemed advisable by the Placement Agent.
Registration Statement Filing. The WMLP Parties and TMLP Parties agree to cooperate in the preparation of the Registration Statement (including the Consent Statement/Prospectus contained therein). TMLP shall file with the SEC the Registration Statement as promptly as practicable following the date of this Agreement and in any event within three Business Days following the completion of all historical and pro forma financial statements required to be included in the Registration Statement. The TMLP Parties and the WMLP Parties each shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement, and the WMLP Parties shall promptly thereafter mail the Consent Statement/Prospectus, which shall include a form of consent that may be executed by holders of the WMLP Common Units in connection with the written consent, to the holders of WMLP Common Units. The parties shall also use their reasonable best efforts to satisfy prior to the effective date of the Registration Statement all necessary state securities Law or “blue sky” notice requirements in connection with the Merger and to consummate the GP Merger and other transactions contemplated by this Agreement.
Registration Statement Filing. A registration statement on Form S-3 (File No. 333-81791), in respect of the Securities has been filed by PSCo with the Securities and Exchange Commission (the "Commission") pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), and delivered to the Underwriters; such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to the Underwriters, have been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the knowledge of PSCo, threatened by the Commission (any preliminary prospectus included in such registration statement or thereafter filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is referred to herein as a "Preliminary Prospectus". The various parts of such registration statement, including (i) all exhibits thereto, (ii) if applicable, the information contained in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be a part of the registration statement at the time it was declared effective and (iii) the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of such registration statement became effective, each as amended at the time such part of such registration statement became effective, are referred to herein collectively as the "Registration Statement". The final prospectus, as supplemented by the related prospectus supplement, in the form first filed with respect to the Securities pursuant to Rule 424(b) under the Act, is referred to herein collectively as the "Prospectus". Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by ref...
Registration Statement Filing. The parties hereto acknowledge that the Lender shall have the registration rights afforded to Lender under Section 10 of the PIPE Subscription Agreement and Lender shall have the registration rights afforded to Lender under Section 12 of the Convertible Note Subscription Agreement and Section 7.4 of the Warrant Agreement (collectively, the “Registration Rights”).
Registration Statement Filing. Except as set forth on Schedule 3.18 hereto and except for (i) registration statements covering current stock options, rights, warrants and shares issued to officers, directors, employees and consultants and (ii) registration statements covering Common Stock issued pursuant to acquisitions reasonably related to the Company's business and contemplated by the Company's business model, the Company will not file another registration statement until the Effectiveness Anniversary, other than the Registration Statement and other registration statements filed pursuant to the Registration Rights Agreement.
Registration Statement Filing. No later than 30 days after, receipt by Patch of (i) the Company's audited financial statements for the fiscal period year ended December 31,2006. Patch shall use its commercially reasonable efforts to prepare and file a registration statement with the SEC to register under the US Securities Act the issuance of the Patch Shares on the exchange of the Exchangeable Shares and shall use its commercially reasonable efforts to cause such registration to become effective as soon as possible.
Registration Statement Filing. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-199557) (collectively, with the various parts of such registration statement, each as amended as of the Effective Date (as defined below) for such part, including any Preliminary Prospectus, Prospectus (each, as defined below) and all exhibits to such registration statement, the “Initial Registration Statement”) relating to the Shares, under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Commission promulgated thereunder. As used in this Agreement:
Registration Statement Filing. TSYW shall use all reasonable efforts following the Closing to file a Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) with respect to the TSYW Common Stock to be issued to the ESW shareholders, and shall include all such shares in any subsequent amendments to the Registration Statement. ESW shall prepare the Registration Statement and all amendments thereto, with such assistance as necessary from TSYW. The Registration Statement shall conform in all material aspects to the requirements of the Act and the rules and regulations of the SEC promulgated thereunder. TSYW will use its best efforts to file such amendments to the Registration Statement as are necessary in order for the Registration Statement to be declared effective under the Act by the SEC.
Registration Statement Filing. Within twenty four (24) hours after the Closing, Parent shall prepare and file with the SEC a Registration Statement on Form S-3 (the “Registration Statement”) covering the resale of all shares of common stock of Parent that comprise the Stock Consideration to be issued to the Shareholders hereunder (the “Registrable Shares”) for an offering to be made on a continuous basis pursuant to Rule 415. Parent shall use its best efforts cause such Registration Statement to be declared effective under the Securities Act as soon as possible. Once declared effective by the SEC, Parent shall keep the Registration Statement continuously effective under the Securities Act until the date which is the earliest of (i) one year after its effective date, (ii) such time as all of the Registrable Shares covered by such Registration Statement have been publicly sold by the Shareholders, or (iii) such time as all of the Registrable Shares covered by such Registration Statement may be sold by the Stockholders pursuant to Rule 144(d).
Registration Statement Filing. Parent shall have filed with the SEC a Registration Statement in connection with its first underwritten public offering of Parent Common Stock and such Registration Statement shall not have been withdrawn by Parent.
