Resale Registration Statements Clause Samples
The Resale Registration Statements clause requires a party, typically the issuer of securities, to file registration statements with the appropriate regulatory authority to allow for the resale of those securities by holders. In practice, this means that after an initial issuance, the issuer must take steps to ensure that investors can legally sell or transfer their securities in the public market, often by preparing and submitting necessary documentation and disclosures. This clause is essential for providing liquidity to investors, as it facilitates the legal resale of securities and ensures compliance with securities regulations.
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Resale Registration Statements. As promptly as possible but in no event more than five Business Days following the issuance of each of the Closing Shares, the Contingency Shares, and the Sorrento Regulatory Approval Shares, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement (each a “Resale Registration Statement” and collectively, the “Resale Registration Statements”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Closing Registrable Securities, the Contingency Registrable Securities or the Regulatory Approval Registrable Securities, respectively, shall be included (on the initial filing or by supplement thereto) to enable the public resale on a delayed or continuous basis of the Closing Registrable Securities, the Contingency Registrable Securities or the Regulatory Approval Registrable Securities, respectively, by the Holders. The Company shall file each Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable efforts to have such Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than 90 days following the initial filing of each Registration Statement. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of each Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four (4) years following the date of effectiveness of such Resale Registration Statement, or (ii) the date on which the Holders no longer hold any Registrable Securities covered by such Resale Registration Statement.
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.
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.
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 ▇▇▇▇▇ ▇. ▇▇▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in the form set forth on Exhibit “E” to provide for resale of shares of Parent Stock received by such individuals in the Merger.
Resale Registration Statements. 34 SECTION 5.10
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.
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.
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.