Resale Registration Statement Sample Clauses

Resale Registration Statement. The Buyer agrees that, within 90 days following Completion, it will file a registration statement on Form S-3, or such other form under the Securities Act of 1933, as amended (the “Securities Act”) then available to the Buyer, providing for the resale pursuant to Rule 415 from time to time, and on a continuing basis, by each holder thereof (each a “Holder”), of the Registrable Securities (such registration statement, including the prospectus, any pre-effective or post-effective amendments and supplements thereto, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, therein being hereinafter referred to as the “Resale Registration Statement”). The Buyer shall use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the United States Securities and Exchange Commission (the “Commission”) as promptly as practicable following such filing; provided, however, that the Buyer will be permitted to postpone or suspend (upon written notice to the Holders) the filing or the effectiveness of the Resale Registration Statement (on one or more occasions) if (x) the Buyer’s Board of Directors determines in its reasonable judgment that the filing or effectiveness of the Resale Registration Statement would have a material adverse effect on any proposal or plan by the Buyer to engage in any debt or equity offering, material acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction, or (y) the disclosure requirements of the Securities Act in connection with the Resale Registration Statement would require the Buyer to include material information (including information to supplement, update or correct existing disclosures) that has not theretofore been included or incorporated by reference in the Resale Registration Statement and the Buyer’s Board of Directors has determined in its reasonable judgment that the Buyer has a bona fide business reason not to disclose such material information; provided, that the aggregate number of days the Buyer shall be permitted to so postpone or suspend the effectiveness of the Resale Registration Statement shall not exceed an aggregate of ninety (90) days in any period of twelve ((12) consecutive months); and further provided, that the period of effectiveness referred to in paragraph 1.4.1 below shall be extended by the duration of any s...

Resale Registration Statement. Within 21 days following the Company’s next underwritten public offering or 90 days following the date that the Company’s current financing plan is terminated (the “Resale Date”) the Company shall file, and thereafter use its reasonable best efforts to effect the registration, qualification and compliance (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) to permit or facilitate the sale and distribution of all of the Common Stock and Underlying Shares no later than ninety (90) days after the Resale Date (such registration statement, the “Resale Registration Statement”); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance: (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (b) If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations with respect to any Underlying Shares of any other Purchasers. Once declared effective by the Commission, the Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective during the period beginning on its effective date until the earliest of (i) such time as all of the Common Stock and Underlying Shares shall have been sold, (ii) at least two years have passed since the Closing, and (iii) such time as all Underlying Shares may be sold under Rule 144. For the avoidance of doubt, a Purchaser may only exercise such resale registration rights once.

Resale Registration Statement. As soon as reasonably practicable following the issuance of the Shares, but in any event within sixty (60) days following the issuance of the Shares (the “Filing Deadline”), the Company shall file with the Securities and Exchange Commission a registration statement on Form S-1 or Form S-3 pursuant to Rule 415 (the “Resale Registration Statement”) under the Securities Act of 1933, as amended, pursuant to which all of the Registrable Securities (as defined below) shall be registered to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Purchaser. For purposes of this Agreement, “Registrable Securities” means the Shares held by the Purchaser including, without limitation, any shares of Common Stock issued or distributed in respect of any such Shares by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise, but excluding shares of Common Stock acquired in the open market before or after the date hereof, provided, however, that the Shares will cease to be “Registrable Securities” when (a) the Shares have been sold pursuant to an effective registration statement or (b) the Shares proposed to be sold by Purchaser, in the opinion of counsel satisfactory to the Company, may be distributed to the public without any limitation pursuant to Rule 144 of the Securities Act (or any successor provision then in effect). “Reporting Period” means the period commencing on the Closing Date and ending on the date that all the Shares cease to be Registrable Securities. The Company shall use its commercially reasonable efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as reasonably practicable after filing; provided, however the Company shall not be required to include or incorporate by reference into its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 the information required by Part III of Form 10-K until the date that is 120 days after the end of the Company’s fiscal year ended December 31, 2022. The Company shall maintain the effectiveness of such Resale Registration Statement (or any replacement Resale Registration Statement) with respect to the Registrable Securities in accordance with the terms hereof for a period ending on the date on which all Registrable Securities covered by such Resale Registration Statement have been sold pursuant to su...

Resale Registration Statement. As soon as practicable (and in any event within forty-five (45) calendar days of the date of the Purchase Agreement), the Company shall file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available to the Company) providing for the resale by the Holder of the Warrant Shares issued and issuable upon exercise of the Warrants or shall include such Warrant Shares issued and issuable upon exercise of the Warrants in any other registration statement on Form S-3 filed by the Company. The Company shall use commercially reasonable efforts to cause such registration to become effective within ninety (90) days following the Closing Date (as defined in the Purchase Agreement) and to keep such registration statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until the Purchaser does not own any Warrants or Warrant Shares issuable upon exercise thereof.

Resale Registration Statement. If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Exchange Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Exchange Shares by Affiliates or others whose Exchange Shares are not covered by a Registration Statement filed pursuant to subsection (a) above. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Exchange Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Resale Registration Statement. Buyer agrees to cause a registration statement on Form S-3 under the Securities Act relating to the resale of the Buyer Stock and the Partnership Stock (collectively, the "Registrable Shares") to be filed pursuant to the Registration Rights Agreement as soon as practicable following the date on which the Buyer is eligible to use such Form S-3, and in any event no later than January 15, 1997, and agrees to use commercially reasonable efforts to (i) have such registration statement declared effective as soon as practicable thereafter and (ii) maintain the effectiveness of such registration statement until the earlier of three (3) years from the Closing Date and the date on which all Registrable Shares have been sold by Sellers; provided, however, that Buyer shall not be required to take any action to cause such registration statement to be declared effective by the Securities and Exchange Commission at any time prior to the publication by Buyer of financial results including at least thirty (30) days' post-closing combined operating results of Buyer and the Company. In the event that at the time the filing of such registration statement is undertaken or required to be undertaken, Buyer fails to qualify for use of Form S-3 for purposes of registering for resale the Registrable Shares, Buyer shall cause a registration statement on Form S-1 to be filed as soon as practicable thereafter and to use commercially reasonable efforts to (i) have such registration statement declared effective as soon as practicable and (ii) maintain the effectiveness of such registration statement until the earlier of (a) three (3) years from the Closing Date, (b) the date on which all Registrable Shares have been sold by Sellers and (c) the date as of which Buyer qualifies for use of Form S-3 and such registration statement shall have been converted into a registration statement on Form S-3. 40 -34-

Resale Registration Statement. The Company reserves the right at any time to file and cause to become effective a registration statement covering the resale of the New Warrant Shares. Holder hereby covenants and agrees to promptly provide the Company with any material information that is reasonably required to be provided in such registration statement with respect to such Holder, including the completion, execution, acknowledgement and delivery of customary selling stockholder questionnaires and other documents, certificates, instruments, representations and warranties and indemnities as may be reasonably requested by the Company in connection with the filing of such registration statement, including, without limitation, representations and warranties (or indemnities with respect thereto) in connection with (i) Holder’s ownership of New Warrant Shares to be transferred free and clear of all liens, claims and encumbrances, (ii) Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with applicable law by Holder. The Company may require Holder, by written notice given to Holder not less than seven (7) Trading Days prior to the filing date of a registration statement, to promptly, and in any event within five (5) Trading Days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the New Warrant Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. Notwithstanding anything to the contrary contained herein, (i) the provisions of this Section 4.3 shall not be applicable to the extent that the Holder is required to be named as an underwriter in any resale registration statement, and (ii) any indemnities required to be provided in this Section 4.3 by the Holder shall apply solely with respect to written information provided by the Holder specifically for use in such registration statement, and such indemnities shall be limited to net proceeds received by such Holder with respect to sales of New Warrant Shares.

Resale Registration Statement. As soon as practicable (and in any event within thirty (30) calendar days from the Initial Tranche Closing Date), the Company shall file a Registration Statement on Form S-3 (or Form S-1 if Form S-3 is not available to the Company) providing for the resale by the Buyer of the Conversion Shares issued and issuable upon conversion of the Notes or shall include such Conversion Shares issued and issuable upon conversion of the Notes in any other Registration Statement on Form S-3 filed by the Company. The Company shall use commercially reasonable efforts to cause such registration to become effective within sixty (60) days following the Initial Tranche Closing Date and to keep such registration statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no Securities are outstanding.

Resale Registration Statement. Within one hundred and eighty-one (181) days or six calendar months, whichever is later, following the consummation of the IPO, the Company shall use its reasonable commercial efforts to file a registration statement on Form S-1 (the “Resale Registration Statement”) with the SEC in order to register for resale all of the shares of Common Stock of the Company or common stock of any successor-in-interest to the Company issued to all holders of the Notes upon automatic conversion of the Notes (the “Conversion Shares”), and will use its reasonable bests efforts to cause such Resale Registration Statement to be declared effective by the SEC within forty-five (45) business days from the date of its initial submission or filing; provided, that such Conversion Shares will continue to be subject to restrictions on resale for a period of six (6) months following consummation of the IPO.