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. 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 statement 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. RESOLVED: That the Board deems it advisable and in the best interests of the Corporation that the Corporation register under the Securities Act for resale from time to time by Lincoln Park up to an aggregate of 13,000,000 shares of the Common Stock, consisting of the Purchase Shares and Commitment Shares issuable under the Purchase Agreement in one or more registration statements on Form S-1 or other applicable form as the case may be; RESOLVED: That the Authorized Officers be, and they hereby are, and each of them acting singly hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to prepare or cause to be prepared, and to execute and file with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, and the rules and regulations promulgated thereunder, one or more Registration Statements on Form S-1, including a preliminary prospectus, a final prospectus, financial statements, exhibits and other documents, as applicable, providing for the resale or other disposition from time to time of the Commitment Shares and the Purchase Shares issuable under the Purchase Agreement (each such registration statement, the “Registration Statement,” which term as used herein for each such Registration Statement include one or more Registration Statements on Form S-1 (or other applicable form), including all exhibits and schedules and changes thereto as may be approved by an Authorized Officer executing each such Registration Statement on behalf of the Corporation, such execution to be conclusive evidence of the approval thereof, and one or more amendments thereto (including post-effective amendments, revisions and supplements thereto) as such Authorized Officer or Authorized Officers may deem necessary, advisable or appropriate or as may be required by the Commission;
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. Immediately following the execution and delivery of this Agreement by the Parties, the Company shall take all necessary action to permanently withdraw from consideration by the SEC its outstanding Registration Statement on Form S-1 (registration no. 333-148798) originally filed with the SEC on January 22, 2008.
Registration Statement on Form S-1. The Company agrees to use its best efforts to complete and file an initial Registration Statement on Form S-1 (the “S-1 Registration Statement”) with the U.S. Securities and Exchange Commission to register shares of the Company’s Common Stock, consisting of such shares identified by and agreed to by the Buyer, before March 31, 2014 or such other date as may be mutually agreed upon by the Parties in writing. The Company further agrees that it will use commercially reasonable efforts to clear any comments that the SEC may have during the registration process and have such S-1 Registration Statement declared effective by June 30, 2014.
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).
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.
