S-1 Registration Statement. The Securities and Exchange Commission -------------------------- shall have declared effective PQC's Registration Statement on Form S-1.
S-1 Registration Statement. The Parties shall cooperate in the preparation and filing with the SEC of the Registration Statement under the Securities Act with respect to the IPO and Parent will use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable.
S-1 Registration Statement. Borrower shall provide Agent notice promptly upon the S-1 Filing having become effective under the Securities Act and the rules and regulations promulgated thereunder.
S-1 Registration Statement. Notwithstanding the foregoing paragraph 2(a), if on Filing Deadline the Company does not meet the eligibility requirements for filing the Registration Statement on Form S-3, then the Company shall instead prepare and file with the Commission the Registration Statement meeting the foregoing requirements on Form S-1. In the event that the Company files the Registration Statement on Form S-1 and thereafter meets the eligibility requirements to use Form S-3 for the resale of Registrable Securities by the Investor, the Company shall re-file such Registration Statement, or file a new Registration Statement covering at least the number of shares then registered on the existing Registration Statement(s) (and not previously sold pursuant to an existing Registration Statement or pursuant to Rule 144 under the Securities Act (“Rule 144”)), on Form S-3 as promptly as practicable (but in no event later than thirty (30) days) after the Company meets such requirements.
S-1 Registration Statement. The Company covenants that it shall include any restricted shares of Microphase, Packetport Inc. and Rxxxxx X. Xxxxxxx on the next S-1 registration statement filed by the Parent subsequent to the expiration of any lock-up period set forth in the lockup agreements required by Section 6.2(i).
S-1 Registration Statement. RDE shall prepare and file with (or confidentially submit to) the SEC a Registration Statement on Form S-1 or any successor form thereto covering, among other shares of RDE’s stock, all of the RDE Common Stock included in the Purchase Price (collectively, the “Merger Shares”), within sixty (60) days after the Closing Date and shall thereafter use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter. In connection therewith, RDE shall use its best efforts to effect the registration of the offer and sale of such shares (including, without limitation, the Merger Shares) under the Securities Act in accordance with the intended method of disposition thereof. RDE shall provide notice at least ten (10) days prior to the filing date of such Registration Statement to the Stockholder Representative, the Lender Parties, the Subordinated Lender, and Maxim Group, describing the amount and type of securities to be included in such offering and the name of the proposed underwriter. Each recipient of shares of RDE Common Stock in connection with the Transactions must provide such information as reasonably requested by RDE to be included in such Registration Statement on a timely basis, or RDE may elect to exclude such Person(s) from such Registration Statement.
S-1 Registration Statement. The acceptance by the Buyer, in its sole but reasonable discretion, of a draft copy of an amendment no. 2 to the Form S-1 Registration Statement (Registration No. 333-193769), to be filed with the SEC, which includes the Investor as a “Selling Shareholder”, and seeks to register on behalf of the Investor, three hundred percent (300%) of the amount of the Registrable Securities (as defined in the Registration Rights Agreement) as additional securities to be registered thereunder. The number of shares to be registered shall be calculated using a price for each share of Common Stock equal to sixty five percent (65%) of the lowest closing bid price (as reported by Bloomberg LP) of Common Stock for the twenty (20) trading days immediately preceding the date of the Company’s amendment to the S-1 Registration Statement.
S-1 Registration Statement. The Company shall withdraw the S-1 Registration Statement prior to the Closing Date.
S-1 Registration Statement. At any time at which the Company is not eligible to use Form S-3, upon the receipt of a Demand Notice from the Initiating Holders, the Company shall, at its cost, (x) file a Registration Statement on Form S-1 or similar long-form Registration Statement to effect a Registration with respect to the number of Registrable Securities held by the Initiating Holders (directly or through Ramius) specified in such Demand Notice and (y) use its reasonable best efforts to effect such Registration (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) as would permit or facilitate the distribution, sale and resale of such number of Registrable Securities as are specified in the Demand Notice, provided that (x) in no event shall any such Registration Statement on Form S-1 become effective prior to the date that is one day after the six-month anniversary of the date of this Agreement and (y) the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(a)(i), 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 applicable rules or regulations thereunder.
S-1 Registration Statement. In the event that Form S-3 is not available to the Company as contemplated by Section 2.1, then the Company will, promptly following each request for an Underwritten Offering under Section 3 hereof, file, and use its best efforts to have declared effective, a Registration Statement on Form S-1, or such other form as shall then be available (the "S-1 Registration Statement"), covering the offer and resale of the Registrable Securities that are the subject of such Underwritten Offering.
