Registration Statement Requirements Sample Clauses
Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Not...
Registration Statement Requirements. If at any time after the Closing, when there is not an effective Registration Statement providing for the resale of the Shares (the “Registrable Securities”), and any of the Registrable Securities may not be sold pursuant to Rule 144 under the Securities Act, and the Company shall determine to prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than for an underwritten offering or on Form S-4 or Form S-8, each as promulgated under the Securities Act, or their then equivalents), the Company shall send to each holder of Registrable Securities written notice of such determination. If within fifteen (15) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing, (which request shall specify the Registrable Securities intended to be registered), the Company shall use commercially reasonable efforts to cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder.
Registration Statement Requirements. The Company shall file with the Commission a Form S-1 registration statement (the “Registration Statement”) (or such other form that it is eligible to use) in order to register all of the Registrable Securities for resale and distribution under the 1933 Act on or before the date (the “Required Filing Date”) which is sixty (60) calendar days after the Closing Date (the actual date of such filing, the “Filing Date”), and use its best efforts to cause the Registration Statement to be declared effective by the date (the “Required Effective Date”) which is not later than the earlier of (x) one hundred eighty (180) calendar days after the Closing Date or (y) seven (7) business days after oral or written notice to the Company or its counsel from the Commission that it may be declared effective. The Company will register not less than a number of shares of common stock in the aforedescribed registration statement that is equal to the sum of Warrant Shares issuable pursuant to this Agreement upon exercise of the Warrants (assuming, for such purposes, that the holders of all outstanding Warrants have exercised such Warrants in full) (collectively, the “Registrable Securities”); provided, however, the number of such shares being registered for each Subscriber may, with the written consent of the Subscriber (which consent may be conditioned upon, among other things, the Company’s agreement to include certain shares in a subsequent registration statement), be less than such number. The Registration Statement shall also state that, in accordance with Rules 416 and 457 under the 1933 Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable with respect to the Registrable Securities to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Warrant holders and not issued, employed or reserved for anyone other than such Warrant holders. The Registration Statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities or any other provisions of this Agreement. Except with the written Consent of the Subscribers, no securities of the Company other than the Registrable Securities will be...
Registration Statement Requirements. The Company shall file with the Commission a Form S-1 registration statement (the “Registration Statement”) (or such other form that it is eligible to use) in order to register all or such portion of the Registrable Shares as permitted by the Commission (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Shares) pursuant to Rule 415 for resale and distribution under the 1933 Act as soon as practicable after the Closing Date, and use its reasonable efforts to cause the Registration Statement to be declared effective. The Company will register not less than 100% of the Conversion Shares in the Registration Statement (the “Registrable Shares”).
Registration Statement Requirements. MIHI shall file with the SEC a Form S-1 registration statement (the "Registration Statement") (or such other form that it is eligible to use) in order to register all or such portion of the Contribution Shares as permitted by the SEC (provided that MIHI shall use diligent efforts to advocate with the SEC for the registration of all of the Contribution Shares) pursuant to Rule 415 for resale and distribution under the Act on or before the date which is forty five (45) calendar days after the Effective Date (the "Required Filing Date"), and use its best efforts to cause the Registration Statement to be declared effective by the date (the "Required Effective Date") which is not later than the earlier of (x) one hundred twenty (120) calendar days after the Effective Date, or (y) three (3) business days after oral or written notice to MIHI or its counsel from the SEC that it may be declared effective. MIHI will register not less than all of the Contribution Shares. The Registration Statement shall also state that, in accordance with Rules 416 and 457 under the Act, it also covers such indeterminate number of additional shares of common stock as may become issuable with respect to the Contribution Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions.
Registration Statement Requirements. The Company shall file with the Commission a Form S-1 registration statement (the “Registration Statement”) (or such other form that it is eligible to use) in order to register all or such portion of the Registrable Shares and Shares represented by the Warrants as permitted by the Commission (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Shares) pursuant to Rule 415 for resale and distribution under the 1933 Act as soon as practicable after the Closing Date, and use its reasonable efforts to cause the Registration Statement to be declared effective. The Company will register not less than 100% of the Purchased Shares and Shares Represented by the Warrants in the Registration Statement (the “Registrable Shares”).