Resale Registration Statements Sample Clauses

Resale Registration Statements. The Company agrees to file with the SEC, as promptly as practicable following the Warrant Closing Date, but no later than 30 days after the Warrant Closing Date (the “Filing Deadline”) (i) one or more registration statements on Form S-3 (or, if the Company shall not then be eligible to use Form S-3, on such other form as the Company shall then be eligible to use) pursuant to Rule 415 under the Securities Act covering the resale by the Investors of the Registrable Securities (the “Resale Registration Statement”) or (ii) one or more prospectus supplements or other materials under Rule 430B promulgated under the Securities Act to include in a prospectus that is part of an effective registration statement such information as shall be necessary to identify the Investors as selling security holders and to permit the resale by the Investors of the Registrable Securities; provided, however, that in the event the Company is not S-3 eligible prior to the Filing Deadline, the Filing Deadline shall be extended to the earlier of (i) 30 days after the Company is S-3 eligible, and (ii) April 30, 2010. If a Resale Registration Statement covering all of the Registrable Securities is not filed with the SEC on or prior to Filing Deadline, as extended pursuant to the terms of this paragraph, then the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Date until the earlier of (i) the date on which the Company files a Resale Registration Statement covering all of the Registrable Securities with the SEC, and (ii) the date on which Liquidated Damages begin to accrue under Section 2(c). Subject to any SEC comments, each Resale Registration Statement filed pursuant to this Section 2(a) shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in a Resale Registration Statement without the Investor’s prior written consent. Each Resale Registration Statement shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Any Resale Registration Statement which covers the resale of Registrable ...
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Resale Registration Statements. Within 45 days following the Closing Date, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement (together with any New Registration Statement (as defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Registrable Securities shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Holders. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than the earlier of: (A) 120 days following the Closing Date, and (B) five trading days after the date the Company receives written notification from the SEC that the Resale Registration Statement will not be reviewed. The Company agrees to use its best efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Registration Statement”) relating to the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four years following the date of effectiveness of the Resale Registration Statement, or (ii) the date on which the Holders no longer hold any Registrable Securities covered by the Resale Registration Statement.
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Resale Registration Statements. (a) Prior to the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-3 (together with all amendments thereto, the “S-3 Registration Statement”) in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued upon the exercise or conversion of Company Warrants or Company Debentures assumed in the Merger. Parent shall use its reasonable best efforts to cause the S-3 Registration Statement to become effective as promptly as practicable following the Closing, and, prior to the effective date of the S-3 Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock to be issued upon the exercise or conversion of Company Warrants or Company Debentures assumed in the Merger. The Company shall cooperate in the preparation and filing of the S-3 Registration Statement, and shall pay all SEC and other regulatory filing fees incurred in connection therewith. (b) As promptly as practicable after the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (together with all amendments thereto, the “S-8 Registration Statement”) in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued upon the exercise of Company Options assumed in the Merger. Prior to the filing of the S-8 Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock to be issued upon the exercise of Company Options assumed in the Merger.
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Resale Registration Statements. (a) To the extent legally permitted under the Securities Act, other applicable Laws and the policies of the SEC, Parent shall use commercially reasonable efforts to file, as soon as reasonably practicable after the Effective Time (and in any event within 10 days thereafter), a registration statement on Form S-3 (or other available registration form) (the “Noteholder Registration Statement”) in order to register for resale any shares of the common stock of Parent that may be issued upon conversion of the Notes, and to cause the Noteholder Registration Statement to become effective as soon as reasonably practicable after receiving the clearance of the SEC of the Noteholder Registration Statement and to maintain the effectiveness of such registration statement for such time as may be required under the terms of the Registration Rights Agreement dated July 12, 2004 among the Company and the holders of the Notes. Parent’s obligations in respect of the Noteholder Registration Statement will be subject to the noteholders’ compliance with their obligations under that certain Registration Rights Agreement dated July 12, 2004. (b) Parent shall enter into a registration rights agreement with Xxxxx X. Xxxx. Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx and Xxxxxxx X. Xxxxxxxx in the form set forth on Exhibit “E” to provide for resale of shares of Parent Stock received by such individuals in the Merger.
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Resale Registration Statements. Within sixty (60) days after the Effective Time, Parent shall file a registration statement (the "RESALE REGISTRATION STATEMENT") on Form S-3 registering fifty percent (50%) of the shares of Parent Common Stock issued to each of the Company Shareholders upon consummation of the Merger under the Securities Act and shall use all commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the Commission on, or as expeditiously as possible after, the publication by Parent of financial results including at least thirty (30) days' post-Closing combined results of operations of Parent and the Company and to cause such Resale Registration Statement to remain effective until the first anniversary of the Effective Time, all as more fully described in the Registration Rights Agreement. Parent agrees to cause a registration statement under the Securities Act on Form S-3 relating to the remaining fifty percent (50%) of the shares of Parent Common Stock issued to each Company Shareholder pursuant to the Merger Agreement to be filed within one year after the Closing Date, and shall use commercially reasonable efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible, and to maintain the effectiveness of such registration statement for at least nine months thereafter.
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Resale Registration Statements. 34 SECTION 5.10
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Resale Registration Statements. (a) Upon the later of ten (10) days after the Closing or December 10, 2002, Interland shall file with the Securities and Exchange Commission a registration statement (the "First Resale Registration Statement") on Form S-3 under the Securities Act, registering 50% of the shares of Interland Common Stock (and 50% of the Warrant Shares) to be issued to the Stockholders of Trellix pursuant to Article 2 hereof, and shall use its commercially reasonable efforts to cause the First Resale Registration Statement to become effective as expeditiously as possible and to remain effective until the second anniversary of the Effective Time. (b) Not later than ninety (90) days after the filing of the First Resale Registration Statement, Interland shall file with the Securities and Exchange Commission a second registration statement (the "Second Resale Registration Statement") on Form S-3 under the Securities Act registering the remaining 50% of the shares of Interland Common Stock (and the remaining 50% of the Warrant Shares) to be issued to the Stockholders of Trellix pursuant to Article 2 hereof, and shall use its commercially reasonable efforts to cause the Second Resale Registration Statement to become effective as expeditiously as possible and to remain effective for two years thereafter. At the option of Interland, the shares to be registered under the Second Resale Registration Statement may be registered under the First Resale Registration Statement in lieu of filing the Second Resale Registration Statement.
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Resale Registration Statements. From the date hereof until one hundred and eighty (180) days following the Closing Date, the Company shall not file a registration statement for the registration and resale of the BarioSurg Shares.
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Related to Resale Registration Statements

  • 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.

  • The Registration Statement (A) The Registration Statement, as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Section 2.04, (2) the total cash portion of the consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the Acquisition or other acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.

  • 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 On or prior to the Filing Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than sixty (60) days after filing.

  • 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).

  • 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.

  • Effective Registration Statement The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC or any other Governmental Authority.

  • Effectiveness of the Registration Statement The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SEC.

  • Preparation of Prospectus and Registration Statement The Partnership will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such order at the earliest possible time.

  • Registration Statement The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

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