Second Shelf Registration definition

Second Shelf Registration means the second Shelf Registration Statement on Form S-3 covering the sale of one-third of the Registrable Securities filed by the Company pursuant to Section 2(a)(ii).

Second Shelf Registration has the meaning set forth in Section 2.03(b).

Examples of Second Shelf Registration in a sentence

• The Company will file a Second Shelf Registration (or file a post-effective amendment to the Initial Shelf Registration) covering the sale of an additional one-third of the Registrable Securities not less than sixty (60) days prior to the first anniversary of the Initial Shelf Registration Target Effective Date.

• The Company thereafter shall use commercially reasonable efforts to cause the Second Shelf Registration to become effective as soon as practicable following such filing, but in no event shall the Company be obligated to have such Second Shelf Registration declared effective until the first anniversary of the Initial Shelf Registration Target Effective Date.

• The Company will file a Third Shelf Registration (or file a post-effective amendment to the Initial Shelf Registration or to the Second Shelf Registration, if applicable) covering the sale of the final one-third of the Registrable Securities not less than sixty (60) days prior to the second anniversary of the Initial Shelf Registration Target Effective Date.

• The Company shall use commercially reasonable efforts to maintain the effectiveness of the Second Shelf Registration until the termination of the registration rights provisions under this Agreement.

• Upon receipt of a written request for the Second Shelf Registration, the Company shall promptly (but in any event within ten (10) days) give written notice of the proposed Second Shelf Registration to all other Holders, and all such other Holders shall have the right to include in the Second Shelf Registration all or a portion of the Registrable Securities held by such Holder.

• IFB documents may be obtained by downloading from the Town of Yarmouth Website, Doing Business page at https://www.yarmouth.ma.us/bids.aspx, beginning November 09, 2022.

• The Second Shelf Registration Statement shall not include any other securities and shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth under “Plan of Distribution” in the Notice and Questionnaire.

• Upon a Second Closing (as defined in the Purchase Agreement), if any, the Company shall prepare and file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering the resale from time to time by the holders thereof of the Registrable Securities, which shall include the shares of Common Stock acquired by the Purchaser at the Second Closing (the "Second Shelf Registration").

• Ribapharm shall file with the Commission within 90 days after a Ribapharm Liquidity Event a registration statement (the "Second Shelf Registration Statement" and together with the First Shelf Registration Statement, the "Shelf Registration Statement") on Form S-1 under the Securities Act to cover resales of Transfer Restricted Securities, other than Transfer Restricted Securities registered on the First Registration Statement, by the Holders.

• Such Second Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Third Closing Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Second Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A.