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.

• Prior to the Second Shelf Registration Deadline (as defined below), Sections 3.1(b) through 3.1(d) and 3.2 through 3.15 of the Investor Rights Agreement shall not apply to the Second Placement Shares.

• Subject to the provisions of this Agreement, each of the Initial Shelf Registration and the Second Shelf Registration shall include a plan of distribution of Registrable Securities as JPMP and AON deem necessary and appropriate following consultation with the Company.

• Ribapharm shall use its reasonable best efforts to cause the Second Shelf Registration Statement to be declared effective by the Commission on or prior to 180 days from the effective date of the Ribapharm Liquidity Event.

• 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.

• The Initial Shelf Registration and the Second Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such holders.

• The balance of the Purchased Shares shall be offered, issued and sold by the Company pursuant to the Second Shelf Registration Statement.