Warrant Registration Statement Clause Samples
A Warrant Registration Statement clause requires the company to file a registration statement with the appropriate securities regulator to register shares issuable upon exercise of warrants. In practice, this means that if an investor holds warrants to purchase company stock, the company must take steps to ensure those shares can be publicly traded once the warrants are exercised. This clause is essential for providing liquidity to warrant holders, as it allows them to sell the underlying shares in the public market, thereby protecting their investment and facilitating future capital raising.
Warrant Registration Statement. 3.1 With respect to the Sponsor Warrants, the following provisions shall apply instead of Section 2.2, Section 2.3, Section 2.4 and Section 2.5. The Company agrees that, within thirty (30) calendar days after the Closing Date (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Sponsor Warrants (the “Warrant Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Warrant Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the 10th Business Day after the date the Issuer 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 (such earlier date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the Sponsor Warrants in the Warrant Registration Statement are contingent upon the ION Holders furnishing in writing to the Company such information regarding the ION Holders, the securities of the Company held by the ION Holders and the intended method of disposition of the Sponsor Warrants as shall be reasonably requested by the Company to effect the registration of the Sponsor Warrants, and the ION Holders shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. For purposes of clarification, any failure by the Company to file the Warrant Registration Statement by the Filing Deadline or to effect such Warrant Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Warrant Registration Statement as set forth above in this Section 3.
3.2 The Company shall, upon reasonable request, inform the ION Holders as to the status of the registration effected by the Company pursuant to this Section 3. At its expense the Company shall:
3.2.1 except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Warrant Registration Statement, use its commercially reasonable efforts to keep such registration, and a...
Warrant Registration Statement. See Section 3.2(a).
Warrant Registration Statement. If the Company is required to file a Warrant Registration Statement pursuant to the first paragraph of this Section 2, it shall notify each Holder of the proposed filing and afford each Holder an opportunity to include in such Warrant Registration Statement all or any part of the Warrants then held by such Holder. Each Holder desiring to include in any such Warrant Registration Statement all or part of the Warrants held by such Holder shall, within twenty (20) days after delivery of the above-described notice by the Company by overnight courier or registered or certified mail, return receipt requested to the address of such Holder then listed on the stock record books of the Company, so notify the Company of the number of Warrants such Holder wishes to include in such Warrant Registration Statement together with a completed and signed selling stockholder questionnaire in the form included with the notice. The Company shall use its best efforts to cause the Warrant Registration Statement to be declared effective by the Commission no later than 150 days after the filing by the Company of a Form N-54A with the Commission. Notwithstanding anything to the contrary contained in this Agreement, the Company will not be obligated to file more than one Warrant Registration Statement pursuant to this Agreement and will not be required to prepare or file any supplement or post-effective amendment thereto after the effective date of such Warrant Registration Statement solely for the purpose of adding any additional Warrants or selling securityholders.
Warrant Registration Statement. On or prior to February 14, 2018 (the “Warrant Registration Filing Date”), Parent will prepare and file with the SEC a Registration Statement (the “Warrant Registration Statement”) to register the resale of the Sponsor Warrants and all of the shares of Class A Common Stock issuable upon exercise of the Parent’s issued and outstanding Public Warrants and Sponsor Warrants, including the Warrant Shares, which Warrant Registration Statement will be treated as a Registration Statement for purposes of this Agreement, including Sections 3 and 4 hereof; provided, that the Transferred Sponsor Warrants and Warrant Shares of each Investor will be included for registration in the Warrant Registration Statement only to the extent that such Investor promptly provides to Parent upon request (and in any event at least two (2) Business Days prior to the Warrant Registration Filing Date) all of the information required by Section 3.4 below with respect to the Warrant Registration Statement.
Warrant Registration Statement. 7.01(a) Warrant Shares............................................... 1.