Replacement Registration Statement Sample Clauses

Replacement Registration Statement. If the Staff or the Commission 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 if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and to 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), the Company shall not request acceleration of the Effective Date of such Registration Statement, and the Company shall promptly (but in no event later than the second Business Day following final notification by the Staff) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in this Section ...
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Replacement Registration Statement. If immediately prior to the Renewal Deadline (as hereinafter defined), any of the Offered Securities remain unsold by the Underwriters, the Company will prior to the Renewal Deadline use its reasonable best efforts to file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Offered Securities, in a form reasonably satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, use its reasonable best efforts to file a new shelf registration statement relating to the Offered Securities, in a form reasonably satisfactory to the Representatives, and will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Offered Securities to continue as contemplated in the expired registration statement relating to the Offered Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. “Renewal Deadline” means the third anniversary of the initial effective time of the Registration Statement.
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Replacement Registration Statement. On or prior to January 31, 2024, the Company shall file a Registration Statement on Form S-1 (or such other available form) to register the issuance of the Additional Notes to permit one or more Additional Closings, when and as required, in accordance with the terms of the Securities Purchase Agreement (each, a “Replacement Registration Statement”). The Company shall use its reasonable best efforts to cause each Replacement Registration Statement (a) to clear all comments with the SEC as soon as reasonably practicable after the date of filing of such Replacement Registration Statement, but in no event later than the 90th (ninetieth) calendar day after such applicable filing date and (b) to be accelerated and become effective to permit each applicable Additional Closing, when and as required, in accordance with the terms of the Securities Purchase Agreement.
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Replacement Registration Statement. Upon the expiration of the Registration Statement, at any time that an Investor is a Specified Investor, then on one occasion, Arq or holders of at least 30% of the Registrable Securities held by all of the Specified Investors shall be entitled to direct the Company to file a new Registration Statement to replace the Registration Statement that was filed pursuant to this Agreement (the “Replacement Registration Statement”). The Company shall promptly, and in any event within 45 days of such a request, file the Replacement Registration Statement, and the Company shall use its commercially reasonable efforts to have such Replacement Registration Statement declared effective and to keep effective the Replacement Registration Statement as if such replacement registration statement were the Registration Statement.
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Replacement Registration Statement. At any time before or after the third anniversary of the initial effective date of the December Registration Statement, the Company may file a new registration statement (a “Replacement Registration Statement”) with the Commission and a prospectus supplement (the “Replacement Prospectus”), in form and substance satisfactory to the Agents. The Company shall promptly notify the Agents in writing of the effectiveness of the Replacement Registration Statement and the filing of the Replacement Prospectus and, following delivery of such notice, references herein to the “Registration Statement” and “Prospectus” shall refer to such Replacement Registration Statement and Replacement Prospectus, as applicable, in lieu of the Registration Statement and Prospectus as defined herein or any predecessor Replacement Registration Statement and Replacement Prospectus, as the case may be.
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Related to Replacement Registration Statement

  • Filing Registration Statement The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

  • Additional Registration Statement To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company shall file a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective.

  • Proxy Statement; Registration Statement (a) Clearwire will, as promptly as practicable following the Execution Date, prepare and file, the Proxy Statement and a registration statement on Form S-4, or other appropriate form, registering the Class A Common Stock (the “Registration Statement”) with the SEC and will use Reasonable Best Efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to Clearwire’s stockholders at the earliest practicable time, provided, however, that Clearwire will not be in breach of this Section 10.8 if Sprint or any Investor fails to provide any information required by Law for the preparation of the Proxy Statement or the Registration Statement. Sprint and each Investor will use Reasonable Best Efforts to provide as soon as reasonably practicable the information required by Law to be included in the Proxy Statement or the Registration Statement. Each Party to this Agreement will notify the other Parties promptly of the receipt of the comments of the SEC, if any, and of any request by the SEC for amendments or supplements to the Proxy Statement or Registration Statement or for additional information with respect thereto, and will supply the other Parties with copies of all correspondence between that party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. If, at any time before the Stockholders’ Meeting, any event should occur relating to: (i) Clearwire or any of its Affiliates, or relating to the plans of those Persons for NewCo after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement or Registration Statement, or (ii) Sprint or any of its Affiliates, or relating to the plans of those Persons for NewCo after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement or Registration Statement, or (iii) any Investor or any of its Affiliates, or relating to the plans of those Persons for NewCo after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement or Registration Statement, in each case, so that the Registration Statement and/or Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then Clearwire, Sprint or that Investor, as the case may be, will promptly inform the other Parties, and Clearwire will, on learning of that event, promptly prepare, and Clearwire will file and, if required, mail that amendment or supplement to Clearwire’s stockholders, except that, before that filing or mailing, Clearwire will consult with the other Parties with respect to that amendment or supplement and will use its Reasonable Best Efforts to accommodate the other Parties’ comments thereon. (b) Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or filing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Clearwire shall provide Sprint and each Investor and its respective counsel with a reasonable opportunity to review and comment on such document or response and include in the Proxy Statement any language reasonably proposed by Sprint. (c) Clearwire will include in the Proxy Statement the recommendation of Clearwire’s board of directors described in Section 6.1(b), subject to any modification, amendment or withdrawal thereof, to the extent permitted by Section 10.4, and represents that the Independent Advisor has, subject to the terms of its engagement letter with Clearwire and Clearwire’s board of directors, consented to the inclusion of references to its opinion in the Proxy Statement. In addition, Clearwire will include in the Proxy Statement a reasonably detailed description of the provisions of NewCo’s certificate of incorporation relating to limitations on fiduciary duties and a description of the material risks posed to NewCo’s stockholders relating to such limitation of fiduciary duties. Clearwire and its counsel will permit Sprint and its counsel and the Investors and their respective counsel to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement, the Merger or this Agreement. (d) Sprint shall, and shall cause its Subsidiaries to, and shall use its Reasonable Best Efforts to cause its and their respective Representatives to, provide to Clearwire and NewCo all cooperation reasonably requested by Clearwire or NewCo that is necessary, proper or advisable in connection with the preparation of the Proxy Statement and Registration Statement, including (i) using Reasonable Best Efforts to participate in a reasonable number of meetings, presentations, and sessions with rating agencies, (ii) to the extent reasonably requested by Clearwire, using Reasonable Best Efforts to, as promptly as practical, furnish Clearwire and NewCo with all financial statements, pro forma financial information, financial data, audit reports and other information with respect to Sprint Sub LLC and the Transfer Entities of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form required in a registration statement on Form S-4 (or any applicable successor form) under the Securities Act (all such information, the “Required Information”), or as otherwise reasonably required in connection with the Proxy Statement and Registration Statement or in connection with any debt financing (a “Debt Financing”), (iii) using Reasonable Best Efforts to obtain accountants’ comfort letters, legal opinions, appraisals, surveys, engineering reports, title insurance and other documentation and items relating to a Debt Financing as reasonably requested by Clearwire and, if requested by Clearwire or NewCo, to reasonably cooperate with and assist Clearwire or NewCo in obtaining such documentation and items; (iv) to the extent required by applicable Law, using its Reasonable Best Efforts to provide financial statements (excluding footnotes) for Sprint Sub LLC and the Transfer Entities to the extent prepared on a monthly basis in the ordinary course by Sprint or any of its Subsidiaries, within 30 days of the end of each month prior to the Closing Date, and (v) using Reasonable Best Efforts to execute and deliver any pledge and security documents, other definitive financing documents, or other certificates, or documents as may be reasonably requested by Clearwire (including a certificate of the Chief Financial Officer of Sprint or any of its Subsidiaries with respect to solvency matters) and otherwise reasonably facilitating the pledging of collateral (including cooperation in connection with the pay off of existing indebtedness and the release of related Encumbrances, if any); provided that Sprint will only be required to deliver certificates and other documentation, with respect to each of the foregoing clauses, to the extent relating to Sprint Sub LLC and the Transfer Entities; provided, further, that no obligation of Sprint or any of its Subsidiaries under such executed documents will be effective until the Effective Time and will terminate and be of no effect if this Agreement is terminated. With respect to clause (v), Sprint will have the opportunity to review and comment on any of these documents or certificates, each of which will be subject to the approval of Sprint, which approval shall not be unreasonably withheld, conditioned or delayed. It is understood and agreed that Sprint will prepare a letter to the SEC requesting that the SEC provide written concurrence that the information in clause (ii) above may be limited to “carve-out” financial statements as set forth more fully in such letter. Sprint will provide Clearwire the opportunity to review such letter prior to its submission to the SEC. Sprint will submit such letter to the SEC no later than 15 days after the Execution Date. In addition to the obligations set forth above, (1) if the SEC grants such written concurrence then Sprint shall, and shall cause its Subsidiaries to, and shall use its Reasonable Best Efforts to cause its and their respective Representatives to, deliver the financial statements and reports described in clause (ii) above no later than 90 days after the Execution Date and (2) if the SEC requires different or additional financial statements or has not responded to Sprint’s request, Sprint shall, and shall cause its Subsidiaries to, and shall use its Reasonable Best Efforts to cause its and their respective Representatives to, deliver the financial statements and reports described in clause (ii) above, as modified by any written SEC response, no later than 120 days after the Execution Date.

  • Rule 462(b) Registration Statement In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement and shall have become effective automatically upon such filing.

  • Resale Registration Statement As soon as practicable but no later than forty-five (45) calendar days following the Closing (the “Filing Date”), the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf will not be "reviewed" or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall use reasonable best efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.

  • Additional Registration Statements Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure).

  • Effectiveness of Registration Statement The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A).

  • Suspension of Registration Statement If subsequent to -------------------------------------- any Closing, the Registration Statement is suspended, other than due to the acts of the Investor or the Placement Agent, for any period exceeding twenty trading days (20) days, the Company shall pay an amount equal to two percent (2 %) of the Purchase Price of all Common Stock held by the Investor, purchased pursuant to this Agreement for each twenty trading day (20) day period or portion thereof; provided, however, that the Company shall not be required to pay such -------- ------- amount to the Investor in connection with any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post-effective amendment is declared effective by the SEC.

  • Copies of Registration Statement The Company will furnish the Dealer Manager with one signed copy of the Registration Statement, including its exhibits, and such additional copies of the Registration Statement, without exhibits, and the Prospectus and all amendments and supplements thereto, which are finally approved by the Commission, as the Dealer Manager may reasonably request for sale of the Shares.

  • Exchange Offer Registration Statement The Registration Statement relating to the Exchange Offer, including the related Prospectus.

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