Rule 415. Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter”, the Company shall use its best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor. Any cut-back imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors (and the holders of any previously or subsequently registered shares of Common Stock whose shares are subject to the Rule 415 position taken by the SEC) on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC R...
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Rule 415. The term “Rule 415” means Rule 415 promulgated under the 1933 Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the SEC.
Rule 415. The provisions of Sections 2(a)(ii)-(iii) shall apply to this Section 2(e), mutatis mutandis.
Rule 415. Notwithstanding anything to the contrary contained herein, if the SEC specifically prohibits the Shelf Registration Statement from including all Registrable Securities (“SEC Guidance”) (provided that the Company shall advocate with the SEC for the registration of all or the maximum number of the Registrable Securities permitted by SEC Guidance to be included in such Shelf Registration Statement, such maximum number, the “Rule 415 Amount”), then the Company will not be in breach of this Agreement by following such SEC Guidance, and the Company will file such additional Shelf Registration Statements at the earliest practicable date on which the Company is permitted by SEC Guidance to file such additional Shelf Registration Statements related to the Registrable Securities, each registering the Rule 415 Amount, seriatim, until all of the Registrable Securities have been registered. Notwithstanding anything to the contrary contained herein, the amount of Registrable Securities required to be included in the initial Shelf Registration Statement as described in this Section 2 shall equal the lesser of (a) the amount of Registrable Securities that Holders request to have so registered pursuant to this Section 2 and (b) the maximum amount of Registrable Securities which may be included in a Shelf Registration Statement without exceeding the Rule 415 Amount.
Rule 415. Notwithstanding anything to the contrary contained herein, if, during the Restricted Period, Artal proposes to cause the Company to register any Artal Shares under
Rule 415. Notwithstanding anything to the contrary herein, the Company shall be entitled to limit the number of Regsitrable Securities to the extent it deems advisable, upon advice of its legal counsel, in order to comply with Rule 415 under the Securities Act.
Rule 415. (i) If at any time the staff of the SEC (the “Staff”) takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter” (the “Staff Interpretation”), the Company shall use its commercially reasonable best efforts to persuade the Staff that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The date on which the Staff informs the Company that the Staff Interpretation applies to the Registrable Securities is hereinafter referred to as the “Interpretation Date.”
(ii) In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the Staff refuses to allow all of the Registrable Securities to be included in the Registration Statement and/or insists that one or more of the Investors must be named as an “underwriter”, the Company shall (i) use commercially reasonable best efforts to resolve any other remaining Staff comments as promptly as possible and, in any event, no later than the 30th day following the Interpretation Date (the “Interpretation Deadline Date”) and, (ii) within two Business Days of the earlier of the Interpretive Deadline Date or the resolution of any other Staff comments, file with the SEC a request for acceleration of the effectiveness of the Registration Statement as then on file with the SEC (which shall not include any changes requested or required by the Staff pursuant to the Staff Interpretation) to a date and time not more than two Business Days after the date such request is filed (the “Acceleration Date”).
(iii) If the amended Registration Statement is not declared effective on or prior to 5:30 p.m., New York time, on the second Business Day following the Acceleration Date (the “Acceleration Deadline”), then no later than 5:30 p.m., New York time, on the Business Day immediately following the Acceleration Deadline, the Company shall file with the SEC an amendment to the Registration Statement (the “Section 8 Amendment”) to remove the delaying legend placed on the Registration Statement pursuant to Rule 473(a), which Section 8 Amendment shall include the legend specified in Rule 473(b) to the effect that t...
Rule 415. Rule 415 as promulgated by the Commission under the -------- Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.
Rule 415. (a) The Vendor understands and acknowledges that some activities on its part, including in connection with the transfer and distribution of the Consideration Shares by the Vendor to its shareholders pursuant to Section 2.3, may result in it being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. Subject to compliance with Securities Laws, the Purchaser may not deem the Vendor to be an "underwriter" within the meaning of the 1933 Act within any Registration Statement nor file any such Registration Statement without the prior written consent of the Vendor. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in the Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires the Vendor to be named as an "underwriter", the Purchaser shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering "by or on behalf of the issuer" as defined in Rule 415 and that the Vendor is an "underwriter". The Vendor shall have the right to participate or have its counsel participate in any meetings or discussions with the SEC regarding the SEC's position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto.
