S-3 Shelf Registration Statement definition

S-3 Shelf Registration Statement has the meaning set forth in Section 4(a).

S-3 Shelf Registration Statement means a Registration Statement (including any amendment or supplement thereto) on Form S-3.

S-3 Shelf Registration Statement has the meaning specified therefor in Section 2.01(d) of this Agreement.

Examples of S-3 Shelf Registration Statement in a sentence

• The Company shall use reasonable best efforts to keep any S-3 Shelf Registration Statement effective for a period of 90 days after the effective date of such registration statement, provided that such 90 day period shall be extended by the number of days in any Suspension Period commenced pursuant to Section 5 during such period (as it may be so extended) and by the number of days in any Third Party Holdback Period commenced during such period (as it may be so extended).

• STAR is an expected standard of performance for personnel at all times during their daily work activities.

• Upon the effectiveness of the S-3 Shelf Registration Statement, all references to the Shelf Registration Statement in this Agreement shall then automatically be deemed to be a reference to the S-3 Shelf Registration Statement.

• The Investor shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than 10 business days’ prior written notice to the Company (if such takedown is to be underwritten).

• In the event that the Company qualifies for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Form S-3 Shelf Registration Statement” and, together with a Form S-1 Shelf Registration Statement, a “Shelf Registration Statement”), the Company shall use its commercially reasonable efforts to convert any Form S-1 Shelf Registration Statement to a Form S-3 Shelf Registration Statement.

• If requested by the S-3 Initiating Holders, such S-3 Shelf Registration Statement shall be for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

• Investor shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Securities as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”) but, if such takedown is to be underwritten, only upon not less than 10 business days’ prior written notice to the Company.

• Upon the effectiveness of the S-3 Shelf Registration Statement, all references to the Registration Statement in this Agreement shall then automatically be deemed to be a reference to the S-3 Shelf Registration Statement.

• Subject to Section 5 of this Agreement, the Company shall use reasonable best efforts to keep any S-3 Shelf Registration Statement continuously effective until the applicable Termination Date.

• The Company shall use reasonable best efforts to keep any S-3 Shelf Registration Statement effective for a period of no less than six months after the effective date of such registration statement, provided that such six month period shall be extended by the number of days in any Suspension Period commenced pursuant to Section 6 during such period (as it may be so extended) and by the number of days in any Third Party Holdback Period commenced during such period (as it may be so extended).

More Definitions of S-3 Shelf Registration Statement

S-3 Shelf Registration Statement. As defined in Section 2(a)(ii) hereof.

S-3 Shelf Registration Statement has the meaning set forth in Section 4(a). “SEC” means the Securities and Exchange Commission or any successor agency. “Securities Act” means the Securities Act of 1933, as amended. “Shares” means any shares of Common Stock. If at any time Registrable Shares include securities of the Company other than Common Stock, then, when referring to Shares other than Registrable Shares, “Shares” shall include the class or classes of such other securities of the Company. “Shelf Takedown” has the meaning set forth in Section 4(b). “Suspension Period” has the meaning set forth in Section 5. “Termination Date” means with respect to a particular Investor the first date on which such Investor no longer owns any Registrable Shares or such Investor is no longer an “Investor”. “underwritten offering” means a registered offering in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for reoffering to the public, and “underwritten Shelf Takedown” means an underwritten offering effected pursuant to an S-3 Shelf Registration. “Warrant” or “Warrants” have the meaning set forth in the first Recital hereto. In addition to the above definitions, unless the context requires otherwise: (i) any reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended or modified and shall also include any successor statute, regulation, rule or form from time to time; 4

S-3 Shelf Registration Statement shall have the meaning set forth in SECTION 2.5(c). “S-3 Underwritten Shelf Take-Down” shall have the meaning set forth in SECTION 2.5(d).