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. 333-47485), as amended by pre-effective amendment no. 1 thereto, in respect of, among other things, the Preferred Securities, the Guarantee and the Subordinated Debentures (collectively, the "Registered Securities") has been filed 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 Representatives; such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, have been declared effective by the Commission in such form; and no stop order suspending the effec- tiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the knowledge of PSCo and the Trust, 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 Preferred 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; and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and inclu...
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. In the event that any portion of the fees payable to SARBORG under this Agreement is paid in Conduit’s common stock, Conduit shall use commercially reasonable efforts to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (or any successor form or, if Form S-3 is not available, another appropriate form) covering the resale of the Shares within 60 days after the date of issuance of such Shares to Sarborg.
Registration Statement Filing. (a) The Company shall cause to be filed within 30 days from the date hereof a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for Sands Brothers and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities (which right is in addition to the registration rights under Section 7.2 hereof), but only to the extent that such Warrant Securities cannot be otherwise sold without restrictive legend under Rule 144(k). The Company shall use its best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the date hereof.
(b) Anything contained in this Warrant to the contrary notwithstanding, in the event the Company fails to file such registration statement with the Commission prior to the expira tion of the aforementioned 30 day period or (ii) cause such registration statement to become effective prior to the expiration of the aforementioned 120 day period (except when the Company is proceeding in good faith to cause the registration statement to become effective in a timely manner and the failure to become effective is due solely to delays at the Securities and Exchange Commission or other factors which are outside of the Company's control), in addition to any other rights and privileges of Holder, the Company shall issue an additional 250,000 Warrants to the Holders which shall be in the form of Tranche 1 Warrants.
Registration Statement Filing. (i) BGDC agrees that if, at any time, and from time to time, after the earlier of (A) the initial public offering of BGDC Common Stock (the "IPO") and (B) the first date (the "Trading Date") on which BGDC Common Stock (or securities received in exchange for BGDC Common Stock) trades on a national securities exchange or on the National Association of Securities Dealers, Inc. Automated Quotation System (collectively "NASDAQ") (a "Trading Event"), and ending on the date that is five years from the Final Closing Date, the Board of Directors of BGDC shall authorize the filing of a registration statement (a "BGDC Registration Statement") under the Securities Act (other than the initial public offering of the BGDC Common Stock, or other than a registration statement on Form X-0, Xxxx X-0 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, BGDC will (1) promptly notify each holder of Preferred Stock that such registration statement will be filed and that the Conversion Shares then held by such holder of Preferred Stock will be included in such registration statement at such holder's request, (2) cause such BGDC Registration Statement to cover all of such Conversion Shares owned by the holder requesting inclusion, (3) use its reasonable best efforts to cause such BGDC Registration Statement to become effective as soon as practicable and (4) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all such Conversion Shares owned by the Purchaser to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Purchaser to effect the proposed sale or other disposition.
