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Resale Shelf Sample Clauses

Resale Shelf. (a) On or before August 18, 1999, Purchaser shall file a registration statement on Form S-3 ("Registration Statement") with the SEC for the public sale by the Sole Shareholder of the Stock Consideration not placed in Escrow pursuant to Section 1.4(b). If the SEC decides not to review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective not later than seven days following the SEC's communication of such no-review to Purchaser. If the SEC does review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Purchaser shall pay all expenses in connection with the preparation and filing of the Registration Statement, but in no event will Purchaser be obligated to pay the Sole Shareholder's underwriting discounts, if any. (b) Notwithstanding the foregoing, Purchaser's obligation to file or maintain the effectiveness of the Registration Statement shall be suspended for a period of up to 60 days if Purchaser furnishes to the Sole Shareholder a certificate signed by the Chief Executive Officer of Purchaser stating that in the good faith judgment of Purchaser it would be materially harmful to Purchaser for such Registration Statement to be filed or maintained effective at such time; PROVIDED, HOWEVER, that if the Registration Statement shall have already been declared effective, then Purchaser shall maintain the effectiveness of the Registration Statement for an additional period equal to the number of days during which the effectiveness was suspended. (c) During the effective period of the Registration Statement, Purchaser agrees that the shares of Stock Consideration to be registered thereby will be exempted from Purchaser's standard policies regarding restrictions on employees' sale of Purchaser's securities as in effect at such time; PROVIDED, HOWEVER, that the Sole Shareholder will be subject to any restrictions on sale imposed by applicable securities laws.
Sample 1See All (4)
Resale Shelf. The Company agrees that, no later than twelve (12) months after the Closing, it will file with the SEC (at its sole cost and expense) a registration statement under the 1933 Act registering the resale of the Shares (the “Shelf Registration Statement”), and it shall use its commercially reasonable efforts to have the Shelf Registration Statement declared effective as soon as practicable after the filing thereof. The Company agrees to cause such Registration Statement, or another Shelf Registration Statement that includes the Shares, to remain effective until the earliest of (X) the date on which the Investor ceases to hold any Shares or (Y) the first date on which the Investor is able to sell all of the Shares under Rule 144 within the following ninety (90)-day period without limitation as to the amount of such securities that may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. The Investor agrees to disclose its ownership to the Company upon request to assist it in making the determination described above. The Investor acknowledges and agrees that the Company may suspend the use of any such Registration Statement if it determines (A) that the use of such Registration Statement would require the inclusion of financial statements that are unavailable for issue for reasons beyond the Company’s control, or (B) that in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the 1934 Act; provided that (1) the Company shall not so suspend the use of the Shelf Registration Statement on more than two (2) occasions or for a period of more than sixty (60) consecutive days or more than a total of one hundred twenty (120) calendar days, in each case in any three hundred sixty (360)-day period, (2) the Company shall have a bona fide business purpose, as determined by the Board of Directors, for not making such information public and (3) the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Investor of such securities as soon as practicable thereafter. The Company’s obligations to include the Shares for resale in the Shelf Registration Statement are contingent upon the Investor furnishing in writing to the Company such information reg...
Sample 1
Resale Shelf. Unistar will file, and use it best efforts to have declared effective by the Commission, a Registration Statement on Form S-3 as soon as practicable after the conditions for use of such form are satisfied to register the resale of the shares of Unistar Common Stock received by the Shareholders pursuant to the Exchange Agreement and the Underlying Shares.
Sample 1
Resale Shelf. At any time and from time to time, the Shareholders and any FPC Affiliate Transferees may make a written request to the Company to register Registrable Securities that are subject to holding period or volume restrictions under Rule 144 held by such Shareholders and any FPC Affiliate Transferees of Registrable Securities with the SEC on a shelf registration statement. Each request shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended means of disposition thereof.
Sample 1
Resale Shelf. (a) On or before August 18, 1999, Purchaser shall file a registration statement on Form S-3 ("Registration Statement") with the SEC for the public sale by the Key Employee of the Stock Consideration not placed in Escrow pursuant to Section 1.1(b). If the SEC decides not to review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective not later than seven days following the SEC's communication of such no-review to Purchaser. If the SEC does review the Registration Statement, Purchaser shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Purchaser shall pay all expenses in connection with the preparation and filing of the Registration
Sample 1
Resale Shelf. (a) On or before August 18, 1999, Buyer shall file a registration statement on Form S-3 ("Registration Statement") with the SEC for the public sale by Seller or the Partners of the Initial Shares. If the SEC decides not to review the Registration Statement, Buyer shall use commercially reasonable efforts to cause the Registration Statement to become effective not later than seven days following the SEC's communication of such no-review to Buyer. If the SEC does review the Registration Statement, Buyer shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Buyer shall pay all expenses in connection with the preparation and filing of the Registration Statement, but in no event will Buyer be obligated to pay Seller's or the Partners' underwriting discounts, if any. (b) Notwithstanding the foregoing, Buyer's obligation to file or maintain the effectiveness of the Registration Statement shall be suspended for a period of up to 60 days if Buyer furnishes to Seller and the Partners a certificate signed by the Chief Executive Officer of Buyer stating that in the good faith judgment of Buyer it would be materially harmful to Buyer for such Registration Statement to be filed or maintained effective at such time; PROVIDED, HOWEVER, that if the Registration Statement shall have already been declared effective, then Buyer shall maintain the effectiveness of the Registration Statement for an additional period equal to the number of days during which the effectiveness was suspended. Buyer shall notify Seller and the Partners of the date the Registration Statement becomes effective at the time the Registration Statement becomes effective.
Sample 1
Resale Shelf. (a) On or before August 18, 1999, Buyer shall file a registration statement on Form S-3 (or any other similar successor form) ("Registration Statement") with the SEC for the public sale by the Stockholders of one-half (1/2) of the Stock Consideration. If the SEC decides not to review the Registration Statement, Buyer shall use commercially reasonable efforts to cause the Registration Statement to become effective not later than seven days following the SEC's communication of such no-review to Buyer and to remain effective for a period of 90 days following such effectiveness. If the SEC does review the Registration Statement, Buyer shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as possible and in any event no later than 75 days after the date of filing and to remain effective for a period of 90 days following such date of effectiveness. Buyer shall pay all expenses in connection with the preparation and filing of the Registration Statement, but in no event will Buyer be obligated to pay the Stockholders' underwriting discounts, if any. (b) Notwithstanding the foregoing, Buyer's obligation to file or maintain the effectiveness of the Registration Statement shall be suspended for a period of up to 60 days if Buyer furnishes to the Stockholders' Agent a certificate signed by the Chief Executive Officer of
Sample 1
Resale Shelf. The Company will use commercially reasonable efforts to file with the Commission a registration statement on Form S-3 (the “Resale Shelf Registration Statement”) under Rule 415 under the Securities Act that complies as to form in all material respects with applicable Commission rules to Register the resale of such Registrable Securities by the Holders thereof, such filing to be made within the forty five (45) day period following the beginning of the Supplemental Rights Period. The Company shall give written notice of the proposed filing of the Resale Shelf Registration Statement to all Holders of Registrable Securities as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in the Resale Shelf Registration Statement and to register the resale of their Registrable Securities. The Company shall use its best efforts to cause the Resale Shelf Registration Statement filed with the Commission to be declared effective by the Commission as soon as practicable following the filing thereof. Subject to Section 4, the Company agrees to use its best efforts to keep the Resale Shelf Registration Statement continuously effective through the end of the Supplemental Rights Period.
Sample 1
Resale Shelf 
Sample 1

Related to Resale Shelf

  • 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.

  • 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.

  • 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.

  • Registration Statement Covering Resale of Registrable Securities Notwithstanding the right of any Holder to request a Resale Shelf Registration pursuant to Section 2.1.1, the Company shall prepare and file or cause to be prepared and filed with the Commission as soon as practicable (but in any case no later than 15 calendar days after the Effective Date) a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to time by Holders of all of the Registrable Securities held by the Holders (the “Resale Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable after filing, but no later than the earlier of (i) sixty (60) calendar days after the Closing (or ninety (90) calendar days after the Closing if the Commission notifies the Company that it will “review” the Registration Statement) and (ii) fifteen (15) Business Days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. The Resale Shelf Registration Statement shall be filed on any then applicable form. If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter the Company becomes eligible to use Form S-3 for secondary sales, the Company shall, as promptly as practicable, cause such Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is on Form S-3. If any Resale Shelf Registration Statement filed pursuant to Section 2.3.1 is filed on Form S-3 and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall promptly notify the Holders of such ineligibility and use its best efforts to file a shelf registration on an appropriate form as promptly as practicable to replace the shelf registration statement on Form S-3 and have such replacement Resale Shelf Registration Statement declared effective as promptly as practicable and to cause such replacement Resale Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another Resale Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities; provided, however, that at any time the Company once again becomes eligible to use Form S-3, the Company shall cause such replacement Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is once again on Form S-3. Once effective, the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement that is required to be filed pursuant to this Section 2.3.1 and Prospectus included therein continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available at all times until the earlier of (i) the third anniversary of the Closing, and (ii) as to any particular Holder, the date on which the Holder ceases to hold any Registrable Securities. The Registration Statement filed with the Commission pursuant to this Section 2.3.1 shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement (subject to the Lock-Up Period applicable to such Holder, which shall control), and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, Holders. The Resale Shelf Registration Statement filed hereunder may also register Common Shares other than Registrable Securities, including shares sold by the Company in one or more PIPE transactions and shares issuable upon the exercise of warrants.

  • Registration Statement Renewal Deadline If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form 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, file a new shelf registration statement relating to the Notes, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to the Notes. 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.

  • Initial Shelf Registration The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

  • Registration Statement Effective The Registration Statement shall have become effective and shall be available for the sale of all Placement Shares contemplated to be issued by any Placement Notice.

  • Subsequent Shelf Registration If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the 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. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

  • Effectiveness of Automatic Shelf Registration Statement The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement.

  • Automatic Shelf Registration Statement The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an automatic shelf registration statement, as defined in Rule 405 under the Securities Act (“Rule 405”) (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for the registration of the offering and sale of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing; and no stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the SEC against the Company or related to the Offering of the Securities. The Company may have filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), a preliminary prospectus supplement relating to the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.

Most Referenced Clauses

Most Referenced Definitions