Form F-3 Shelf definition

Form F-3 Shelf shall have the meaning given in Section 2.1.1.

Form F-3 Shelf has the meaning set forth in Section 2(a)(i).

Form F-3 Shelf is defined in Section 2.3.

Examples of Form F-3 Shelf in a sentence

• In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3.

• In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3.

• In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form F-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form F-3.

• The Company shall use its reasonable best efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3 Shelf”) as soon as practicable after the Company is eligible to use such Form F-3 Shelf.

• In the event the Company files a Form S-1 or Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 or Form F-1 Shelf (and any subsequent Shelf) to a Form S-3 or Form F-3 Shelf as soon as practicable after the Company is eligible to use Form S-3 or Form F-3.

More Definitions of Form F-3 Shelf

Form F-3 Shelf shall have the meaning given in Clause 2.1.1.

Form F-3 Shelf means a Shelf Registration on Forms F-3 or S-3, as applicable, or any similar short-form registration.

Form F-3 Shelf provided, however, that the Company shall not be obligated to effect such request through an underwritten offering (unless such request is a Shelf Underwriting Request made in accordance with Section 2.4 below). Upon receipt of such written request, the Company will, as promptly as is reasonably practicable, give written notice of the proposed Registration to all other Holders, and will, as promptly as is reasonably practicable thereafter, effect the registration of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form F-3 is not available for such offering or if the Company is not eligible to use Form F-3; or (ii) if the Holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $100,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Form F-3 Shelf and together with the Form F-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and shall use reasonable best efforts to cause such Shelf to be declared effective as soon as practicable thereafter, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) and (ii) ten (10) Business Days after the Company 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 Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering all of a Holder’s or Holders’ Registrable Securities, such Holder shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf, such Underwritten Offering shall follow the procedures of Section 2.1 (including subsections 2.1.3 and 2.1.4), but such Underwritten Offering shall be made from the Shelf and shall not count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1.

Form F-3 Shelf has the meaning ascribed to such term in Section 2(a).

Form F-3 Shelf and together with the Form F-1 Shelf, the “Shelf Registration Statement”) covering the resale of all applicable Registrable Securities beneficially owned from time to time by the Holders from time to time (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI).

Form F-3 Shelf means a Shelf Registration on Forms F-3 or S-3, as applicable, or any similar short-form registration. “Holder” means any holder of Registrable Securities who is or becomes a Party to, or who succeeds to rights under this Registration Rights Agreement pursuant to Section 3.1. “Holder Information” has the meaning set forth in Section 2.10(b). “Registration Rights Agreement” has the meaning set forth in the Preamble. “Joinder” has the meaning set forth in Section 3.1(a) “Lock-Up Period” means the time period during which a Holder is prohibited from selling Common Shares pursuant to contractual arrangements with PubCo. “Maximum Number of Securities” has the meaning set forth in Section 2.1(f). “Merger” has the meaning set forth in the Recitals. “Minimum Takedown Threshold” has the meaning set forth in Section 2.1(c). “Misstatement” means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus, in the light of the circumstances under which they were made, not misleading. “Original RRA” has the meaning set forth in the Recitals. “Party” has the meaning set forth in the Preamble. “Piggyback Holders” has the meaning set forth in Section 2.2(a).