SEC Registration Statements Sample Clauses
SEC Registration Statements. In the event that the Company becomes eligible to use Form S-3 (or any successor form) after any Registration Statement has become effective, the Company may, or at the request of the Holders of at least a majority of the Registrable Shares, shall convert all such Registration Statements on Form S-1 into Registration Statements on Form S-3 pursuant to Rule 429 under the Securities Act. The Company shall use commercially reasonable efforts to become and remain eligible to use Form S-3. All Registration Statements shall comply with applicable requirements of the Securities Act, and, together with each prospectus included, filed or otherwise furnished by the Company in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
SEC Registration Statements. All Registration Statements shall comply with applicable requirements of the Securities Act, and, together with each prospectus included, filed or otherwise furnished by the Company in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
SEC Registration Statements. (1) As long as the Sellers hold in aggregate at least 100,000 Greenhill Shares that are not subject to the lock-up restrictions under clause 5.1(a) on or after the date which is 6 months after the Completion Date, the Buyer agrees that it will use its reasonable best efforts to cause a registration statement that permits sales of Greenhill Shares by the Sellers to be filed and declared effective by the SEC no later than the date which is 6 months after the Completion Date, provided that if the Buyer has not filed such registration statement on or before the date which is 6 months after the Completion Date, the Sellers may sell Greenhill Shares released from the lock-up restrictions under clause 5.1(a) under Rule 144 of the Securities Act.
(2) If the Buyer has not filed a registration statement as described in clause 5.3(b)(1), the Buyer agrees that it will use its reasonable best efforts to cause a registration statement that permits sales of Greenhill Shares by the Sellers to be filed and declared effective by the SEC no later than 12 months after the Completion Date.
(3) The Buyer agrees that it will use its reasonable best efforts to keep the registration statement filed pursuant to clause 5.3(b)(1) or clause 5.3(b)(2) effective, subject to customary suspension and blackout periods, until the earlier of (i) the date which is 24 months after the Completion Date and (ii) the date that the Sellers have disposed all of the Greenhill Shares held by them.
SEC Registration Statements. The STRZA shares issuable as Restricted Stock Awards were registered with the Securities and Exchange Commission on a Form S-8 filed on [] (Registration No. []). These statements can be found on the Company’s website at ▇▇▇▇://▇▇.▇▇▇▇▇.▇▇▇/▇▇▇.▇▇▇. Also available on the Company’s website are the most recent annual, quarterly and current reports as filed with the Securities and Exchange Commission. Please refer to these reports as well as the Company’s future filings with the Securities and Exchange Commission (also available on the Company’s website) for important information regarding the Company and its common stock. Tax and Estate Advice. We recommend that you consult with your personal tax and/or estate advisor regarding the effect of the Restricted Stock Award on your personal tax and estate situation. THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule 1 hereto (the “Grant Date”), by and between STARZ, a Delaware corporation (the “Company”), and the recipient (the “Grantee”) of an Award of Restricted Shares granted by the Compensation Committee of the Board of Directors of the Company as set forth in this Agreement. The Company has adopted the incentive plan identified on Schedule 1 hereto (as has been or may hereafter be amended, the “Plan”), a copy of which is attached via a link at the end of this online Agreement as Exhibit A (and which can also be accessed in the UBS online library) and by this reference made a part hereof, for the benefit of eligible employees of the Company and its Subsidiaries. Capitalized terms used and not otherwise defined in this Agreement will have the meanings ascribed to them in the Plan. Pursuant to the Plan, the Compensation Committee appointed by the Board of Directors of the Company pursuant to Section 3.1 of the Plan to administer the Plan (the “Committee”) has determined that it would be in the interest of the Company and its stockholders to award shares of common stock to the Grantee, subject to the conditions and restrictions set forth herein and in the Plan, in order to provide the Grantee with additional remuneration for services rendered, to encourage the Grantee to remain in the employ of the Company or its Subsidiaries and to increase the Grantee’s personal interest in the continued success and progress of the Company. The Company and the Grantee therefore agree as follows: