Shelf Registration Statements Sample Clauses

Shelf Registration Statements. (i) The Partnership shall use its commercially reasonable efforts to (A) prepare and file an initial Registration Statement to permit the public resale of the Registrable Securities on a continuous basis pursuant to Rule 415 of the Securities Act, or such other rule as is then applicable, at then prevailing prices and (B) cause such initial Registration Statement to become effective no later than the Target Effective Date. (ii) The Partnership will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to Section 2.01(a) to be continuously effective under the Securities Act, with respect to any Holder, until the earliest to occur of the following: (A) the date on which there are no longer any Registrable Securities outstanding and (B) the second anniversary of the Issuance Date (the “Effectiveness Period”). A Registration Statement filed pursuant to Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided that, if the Partnership is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three (3) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of such Registration Statement.

Shelf Registration Statements. (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the resale of the PIPE Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “PIPE Unit Registration Statement”) and (ii) cause such initial Registration Statement to become effective no later than the Target Effective Date for the PIPE Unit Registrable Securities. (ii) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Conversion Unit Registration Statement”) and (ii) cause such initial Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable Securities. (iii) If the Purchasers own more than 50% of the number of Series A Preferred Units purchased under the Unit Purchase Agreement as of the date of such request, then, upon the written request of Purchasers holding a majority of the Series A Preferred Unit Registrable Securities (which request may be given at least 180 days before the fifth anniversary of the date hereof), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following receipt of such notice (the 180th date being the Target Effective Date for the Series A Preferred Registrable Securities), an initial Registration Statement (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i) or Section 2.01(a)(ii)) to permit the resale of the Series A Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement, PIPE Unit Registration Statement or Conversion Unit Registration Statement, a “Registration Statement”); provided, however, that the obligation of the Partnership to use such commercially reasonable efforts to prepare, file...

Shelf Registration Statements. (a) Within 120 days of the date hereof, the Company shall have filed with the Commission and shall use its best efforts to cause to be declared effective within 180 days from the date hereof, a Shelf Registration Statement, relating to the offer and sale of the Registrable Securities owned by the Holders listed on Schedule A hereto. (b) The Company will use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by such Holders for a period of three years from the date such Shelf Registration Statement is first declared effective by the Commission, or for such shorter period that will terminate when all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant thereto or cease to be outstanding or otherwise to be Registrable Securities. (c) The Company will pay the Registration Expenses in connection with any Shelf Registration Statement pursuant to this Section 2.8.

Shelf Registration Statements. As promptly as practicable following the date of this Agreement, Parent shall prepare and cause to be filed with the SEC the Shelf Registration Statement(s). Parent shall use its reasonable best efforts to (i) have the Shelf Registration Statement(s) declared effective by the SEC under the Securities Act as promptly as practicable after such filing, (ii) ensure that the Shelf Registration Statement(s) comply in all material respects with the applicable provisions of the Securities Act and (iii) keep the Shelf Registration Statement(s) effective for so long as necessary to satisfy any obligations of BAM to deliver Parent Common Units pursuant to the terms of the Rights Agreement.

Shelf Registration Statements. Each shelf registration statement (including a Preferred Investors Registration Statement), or a prospectus supplement relating to such shelf registration statement, shall include a plan of distribution that provides as much flexibility as is reasonably possible, including with respect to resales by transferee ABS Holders or Preferred Investors Holders.

Shelf Registration Statements. (a) Initial and Draw-Down Shelf Registration Statements. --------------------------------------------------- (1) The Company shall file the Initial Shelf Registration Statement with the SEC not later than (x) 180 days following the Initial Closing Date or (y) such later date not later than December 31, 2001 as the Initial Purchaser shall designate in a written notice to the Company delivered within 150 days following the Initial Closing Date. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after the filing date of the Initial Shelf Registration Statement. The Initial Shelf Registration Statement shall register the offering of the Registrable Securities that are outstanding immediately prior to the filing date of the Initial Shelf Registration Statement (collectively, the "Initial Shelf Registrable ------------------------- Securities"

Shelf Registration Statements. (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the resale of the Warrant Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Warrant Unit Registration Statement”) and (ii) cause such initial Registration Statement to become effective no later than the Target Effective Date for the Warrant Unit Registrable Securities. (ii) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Conversion Unit Registration Statement”) and (ii) cause such initial Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable Securities. (iii) After the second anniversary of the date hereof, upon the written request of Purchasers holding a majority of the Series A Preferred Unit Registrable Securities, the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to

Shelf Registration Statements. As soon as practicable but no later than 120 days after the date hereof, the Company shall file with the Commission a registration statement on Form SB-2, X-0 xx Form S-3 (if use of such form is then available) or such other appropriate form in accordance with the Securities Act for an offering or offerings by the Holders of the Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (each, a "Shelf Registration Statement"). The Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective within 180 days following the filing of the registration statement. Subject to compliance with the provisions of Section 4.2, each Holder shall be entitled to have all or a portion of such Holder's Registrable Securities included in the applicable Shelf Registration Statement. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective for a period of 270 days following the effective date thereof, or such shorter period ending on the earlier of (i) when all Registrable Securities covered by such Registration Statement have been sold or (ii) if none of the Holders of Registrable Securities included in such Registration Statement are Affiliates of the Company, the first date when all Registrable Securities covered by the Registration Statement may be immediately sold without registration under the Securities Act pursuant to the exemptions provided by Rule 144 under the Securities Act and without restriction under Rule 144(k), subject to the provisions of Article IV hereof.

Shelf Registration Statements. At the request of a Holder, the Company shall use its best efforts to promptly file a registration statement on Form S-3 or such other form under the Securities Act then available to the Company providing for (a) the issuance of Common Stock upon an exchange, from time to time, of Greystone Exchangeable LLC Interests held by any Greystone Holder and (b) the resale pursuant to Rule 415 from time to time by the requesting Holder of such number of shares of Registrable Securities requested by such Holder to be registered thereby (including the Prospectus, amendments and supplements to the shelf registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such shelf registration statement, the “Shelf Registration Statement”). The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the SEC as of immediately following the Lock-up Expiration. The Company shall maintain the effectiveness of the Shelf Registration Statement (or a replacement thereof) for as long as any Holder owns any Registrable Securities.

Shelf Registration Statements. Notwithstanding anything else to the contrary in this Agreement, if, prior to any request for registration pursuant to Section 2.1 or Section 2.2 with respect to a Shareholder’s Registrable Securities, (a) the Company shall have filed a Shelf Registration Statement covering such Registrable Securities and (b) the Shelf Registration Statement is effective when the requesting Shareholders would otherwise make such request, the Company shall not be required to separately register any Registrable Securities in response to such request, and such request shall be deemed to be a notice under Section 3.2 that the Company cooperate in effecting a Shelf Take Down of the Registrable Securities pursuant to such Shelf Registration Statement.