Registration Statement on Form S-1. (a) As promptly as reasonably practicable following the date of this Agreement, INC shall prepare (with the REIT’s reasonable cooperation) and cause to be filed with the SEC, a Registration Statement on Form S-1, including all exhibits and financial statements required under the Securities Act to be filed therewith (the “Form S-1”), in connection with the registration under the Securities Act of the Distribution Shares and the Other REIT Distribution Shares. INC shall use its reasonable best efforts to (A) have the Form S-1 declared effective under the Securities Act as promptly as practicable after such filing, (B) ensure that the Form S-1 complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act and (C) keep the Form S-1 effective for so long as necessary to complete the Distribution. REIT shall furnish all information concerning itself and its subsidiaries to INC and provide such other assistance as may be reasonably requested by INC in connection with the preparation, filing and distribution of the Form S-1 and related prospectus. Each of INC and REIT shall provide to its and each other’s counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-1 shall include all information reasonably requested by INC and REIT to be included therein. INC shall promptly notify REIT upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-1, and shall, as promptly as practicable after receipt thereof, provide REIT with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-1 received from the SEC and advise REIT of any oral comments with respect to the Form S-1 received from the SEC. INC shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-1. Notwithstanding the foregoing, prior to filing the Form S-1 (or any amendment or supplement thereto) or responding to any comments from the SEC with respect thereto, INC shall cooperate with REIT and provide REIT a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). INC shall advise REIT, promptly after it receives notice thereof, of the time of effectiveness of the Form S-1, the issua...
Registration Statement on Form S-1. As soon as practicable following the Issue Date (and in any event within 60 calendar days following the Issue Date), the Company shall file a registration statement on Form S-1 (or Form S-3 if the Company is eligible to use a registration statement on Form S-3) providing for the resale by the Holder of the Warrant Shares issued and/or issuable upon exercise of the Warrants (the “Registration Statement”). The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective within 90 days following the Issue Date (or, in the event of a “full review” by the Commission, the 120th calendar day following the Issue Date); provided, however, that in the event the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the effectiveness date as to such Registration Statement shall be the third (3rd) Trading Day following the date on which the Company is so notified, if such date precedes the dates otherwise required above, provided, further, if such effectiveness date falls on a day that is not a Trading Day, then the effectiveness date shall be the next succeeding Trading Day (the “Effectiveness Date”). The Company shall use best efforts to keep such Registration Statement effective at all times until the Holder does not owns any Warrants or Warrant Shares issuable upon exercise thereof. In the event that the Registration Statement is not declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights the Holder may have hereunder or under applicable law, on the Effectiveness Date and on each monthly anniversary of the Effectiveness Date (if the Registration Statement shall not have been declared effective by such date) until the Registration Statement is declared effective, the Company shall pay to each holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate Bid Price of the Warrant Shares underlying the Warrants held by each Purchaser on the calculation date.
Registration Statement on Form S-1. The Company will, on or before ---------------------------------- January 15, 1998, amend the Form S-1 to include the Registrable Securities, to the extent permitted by law. To the extent the Registrable Securities are included in the Form S-1, they will not be included in the registration statement filed in accordance with the Registration Rights Agreement. Should all of the Registrable Securities be included in the Form S-1, then (notwithstanding anything herein or in the Registration Rights Agreement to the contrary) the Company shall not be required to file a registration statement as contemplated in the Registration Rights Agreement. The Form S-1 shall be kept current and effective until the earlier of the following: (x) the date on which all of the Registrable Securities are registered with the SEC, or (y) the date which is two (2) years from the date the Form S-1 is declared effective by the SEC. During the period of time in which the Form S-1 is effective, the Company shall amend the Form S-1 from time to time as necessary to include any Registrable Securities which were not previously registered pursuant to the Form S-1.
Registration Statement on Form S-1. RESOLVED, that the Company and the Authorized Officers, and each of them, be, and hereby are, for and on behalf of the Company, authorized, directed and empowered to prepare or cause to be prepared a Registration Statement on Form S-1 or such other form as the Company may be permitted to use (including the prospectus, all financial statements, all exhibits and other documents relating thereto) (the “Registration Statement”) in connection with the sale, from time to time, by Aspire of the Securities (the “Resale Offering”); RESOLVED FURTHER, that all actions of the Authorized Officers, and each of them, for and on behalf of the Company, in preparing and in directing Xxxxx Day, counsel to the Company, to prepare the Registration Statement (including the prospectus, all exhibits and other documents relating thereto) (other than the financial statements therein), and in preparing and in directing Ernst & Young LLP, independent public accountants for the Company, to consent to the inclusion of the financial statements in the Registration Statement, be, and hereby are, ratified, confirmed and approved; RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, directed and empowered (a) to file the Registration Statement, together with the financial statements and exhibits thereto, and to pay any fees required in connection therewith, with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the rules and regulations promulgated under the Securities Act of 1933 (the “Securities Act”); (b) to file any and all amendments and supplements thereto, including pre-effective and post-effective amendments or supplements or any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act, together with the financial statements and exhibits required in connection therewith, with the Commission in such form as such officers deem necessary, advisable or appropriate; (c) to comply with the provisions of the Securities Act and of the rules and regulations of the Commission thereunder; (d) to execute, deliver, obtain and/or file any and all such other agreements, certificates, consents, letters, instruments and other documents and to take any and all other actions, necessary, advisable or appropriate to effect such filing and to procure the effectiveness of the Registration Statement and any amendments with respect thereto; and (e) to take all such other action as may be necessary, ad...
Registration Statement on Form S-1. The Amending Preferred Shareholders hereby acknowledge that (i) in preparation for a possible Initial Offering, on February 26, 2013 the Company confidentially submitted a registration statement on Form S‑1 to the Securities and Exchange Commission and (ii) the Company has amended, and hereafter may further amend and publicly file, such registration and effectuate an Initial Offering contemplated in such registration statement as it would be declared effective by the Securities and Exchange Commission. Without limitation to the provisions of Section 2 hereof, the Amending Preferred Shareholders hereby waive any and all rights of Holders that absent the amendment pursuant to Section 2 hereof may exist with respect to the Initial Offering pursuant to the registration statement contemplated above and in Section 2 hereof.
Registration Statement on Form S-1. The Company represents and ---------------------------------- warrants that it filed the Registration Statement on Form S-1 with the SEC on November 13, 1997 (the Registration Statement may also be referred to hereinafter as the "Form S-1"). The Company expects (but does not guarantee) the Form S-1 to be declared effective by the SEC on or before January 15, 1998.
Registration Statement on Form S-1. (a) Neither the SEC Registration Statement on Form S-1 in connection with the IPO (the “Registration Statement”) nor any other registration statement, report, proxy statement or response to a comment letter filed or furnished by the Parent with or to the SEC shall disclose any information about the Sellers, VAM or the Funds without the prior written consent of VAM, except to the extent, upon the advice of outside legal counsel, required by federal securities laws or consistent in form, placement and substance with prior public disclosure which has been approved by VAM; provided, however, that not less than four (4) Business Days, or such earlier period of time as agreed to by the Parties, prior to filing or furnishing the Registration Statement or any such other registration statement, report, proxy statement or response to a comment letter containing such required disclosure regarding the Sellers, VAM or the Funds with or to the SEC, the Purchaser shall furnish to the Sellers and its designated counsel for review and comment copies of such proposed required disclosure regarding the Sellers, VAM and the Funds and the Purchaser shall cause the Parent not to file or furnish any such information with or to the SEC to the extent the Sellers or its designated counsel reasonably object to such required disclosure regarding the Sellers, VAM or the Funds.
Registration Statement on Form S-1. As soon as commercially practicable following the sale of the PIPE Securities, Parent shall file a Registration Statement on Form S-1 or other appropriate form (the “Form S-1”) under the Securities Act covering the Parent Warrants and PIPE Securities.
Registration Statement on Form S-1. As soon as practicable after the Effective Date, PubCo shall prepare and file a registration statement on Form S-1 with the Commission therein registering the 40,000,000 of the Merger Shares issued pursuant to Section 2.4(a)(iii), and fifty percent (50%) of the Debt Cancellation Shares issued pursuant to Section 6.11, pursuant to the terms and conditions set forth in the Registration Rights Agreement attached hereto as Exhibit H, including that, to the extent PubCo is prohibited from registering the full amount of the aforementioned Merger Shares and Debt Cancellation Shares, the amount of shares registered shall be reduced on a pro rata basis.
Registration Statement on Form S-1. As soon as practicable after the Effective Date, PubCo shall prepare and file a registration statement on Form S-1 with the Commission therein registering the of the Merger Shares issued pursuant to Section 2.4(a).
