Resale Registration Statements definition

Resale Registration Statements includes (A) any registration statements filed by the Company under the Securities Act pursuant to the terms of the New Registration Rights Agreement and (B) any amendments or supplements to any of such registration statements or the prospectuses included therein.
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Resale Registration Statements means (a) Buyer’s registration statement on Form S-3 declared effective August 14, 2001 in connection with the registration of 1,282,514 shares of Buyer Common Stock; (b) the registration statement to be filed by Buyer to register 1,508,978 shares of Buyer Common Stock issued pursuant the Stock Purchase Agreement dated October 18, 2001 between Buyer and Gxxxxx Xxxxxxxx; (c) the registration statement to be filed by Buyer to register the Buyer Common Stock to be issued pursuant to the Agreement and Plan of Merger and Reorganization dated January 15, 2002 between Buyer and the party described in Section 6.09(1) of the Buyer Disclosure Schedule equal to the lesser of (1) 2,000,000 shares of Buyer Common Stock and (2) the number of shares of Buyer Common Stock equal to $15,000,000 divided by the average closing price of such stock for the 10 trading day period immediately prior to the closing date of such acquisition; and (d) any registration statement to be filed by Buyer to register shares of Buyer Common Stock to be issued, if at all, in a private placement no later than May 15, 2002 (it being understood that the aggregate value of the shares of Buyer Common Stock to be registered pursuant to such “PIPE” registration statement(s) on or prior to May 15, 2002 shall not exceed $40,000,000 worth of Buyer Common Stock (based on the net proceeds to Buyer received therefore) as of the date of issuance thereof).
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Resale Registration Statements has the meaning set forth in Section 2.6.
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Examples of Resale Registration Statements in a sentence

  • There is no limitation on the number of such Resale Registration Statements to which the Holders are entitled to participate in pursuant to this Section 2.8; provided, that the Holders as well as all other Persons participating in such Resale Registration Statement shall provide appropriate indemnification to the Company with respect to any disclosures made therein with respect to such Holder(s).

  • Penford shall have the right to request up to three Resale Registration Statements, provided that Penwest shall have no obligation to file any such resale registration statement on or prior to a ninety (90) day period following the filing of any other registration statement by Penwest.

  • The Selling Securityholder understands that such information will be relied upon by the Issuer and the Parent Guarantor in connection with the preparation or amendment of the applicable Resale Registration Statement(s) and the related prospectus.

  • By signing below, the Selling Securityholder consents to the disclosure of the information contained in this Notice and Questionnaire in its answers to Items 1 through 9 and the inclusion of such information in the applicable Resale Registration Statement(s) and the related prospectus.

  • Check the following box confirming the intended plan of distribution of the Registrable Securities: ☐ The Selling Securityholder (including its donees and pledgees) does not intend to distribute the Registrable Securities listed in Item 3(b) or (d) above pursuant to the applicable Resale Registration Statement(s) except as follows (if at all): The Registrable Securities may be sold from time to time directly by the Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents.

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  • This covenant shall remain in effect, and the Company shall continue to file subsequent Resale Registration Statements and comply with the terms and conditions set forth in the Registration Rights Agreement in connection with each such filing until all of each Purchaser’s Securities shall have been registered.

  • Proxy and voting instruction forms may be downloaded and submitted by electronic means.

  • All provisions set forth in this Agreement (including, without limitation, Sections 2(b) through 2(d)) with respect to Resale Registration Statements shall apply, mutatis, mutandis, to the Demand Registration Statements required to be filed hereunder (except to the extent expressly set forth in this Section 2.1(e)).

  • We have previously filed the Resale Registration Statements to register the resale of certain of the shares of common stock underlying the Original Warrants under the Securities Act.


More Definitions of Resale Registration Statements

Resale Registration Statements mean (i) the Company’s registration statement on Form S-1 (File No: 333-273060) registering the resale or other disposition of an aggregate of 96,687,519 shares of Common Stock (prior to giving effect to the Reverse Stock Split), declared effective by the Commission on September 29, 2023, and (ii) the Company’s registration statement on Form S-1 (File No: 333-267731) registering the resale or other disposition of an aggregate of 1,929,282,686 shares of Common Stock (prior to giving effect to the Reverse Stock Split), declared effective by the Commission on February 1, 2023.
Sample 1

Related to Resale Registration Statements

  • Resale Registration Statement means a registration statement under the Securities Act registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.

  • New Registration Statement has the meaning set forth in Section 2(a).

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • Company Registration Statement means the Registration Statement, including the Prospectus, amendments and supplements to the Registration Statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material and exhibits incorporated by reference or deemed to be incorporated by reference in such registration statement.

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • Resale Shelf Registration Statement shall have the meaning given in subsection 2.3.1.

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering the offer of shares of NBT Common Stock to be offered to holders of CNB Common Stock in connection with the Merger.

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Registration Statements means the Initial Registration Statement and the additional registration statement as proposed to be filed or as proposed to be amended by the post-effective amendment to be filed shortly prior to its Effective Time, and (iii) "Prospectus" shall mean the prospectus included in the Registration Statements.

  • Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

  • Shelf Registration Statement means the Shelf Registration Statement as defined in the Registration Rights Agreement.

  • Registration Filing Date means the date that is ninety (90) calendar days after the Effective Date.

  • Registration Books means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds.