Seller Registration Statement definition
Examples of Seller Registration Statement in a sentence
Selling Fund is in compliance in all material respects with the investment policies and restrictions applicable to it set forth in the Seller Registration Statement.
Holder may request inclusion of any Restricted Securities in such Registration Statement by delivering to the Seller, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Seller Registration Statement.
Seller is not, and has not been, to the knowledge of Seller, the target of any material investigation by the SEC or any state securities administrator with respect to its conduct of the business of Selling Fund, other than as has been disclosed in the Seller Registration Statement.
Holder as to which the Seller Registration Statement is being effected agrees to furnish promptly to the Seller all information required to be disclosed in order to make all information previously furnished to the Seller by Holder not materially misleading.
Buyer shall promptly provide the Representative, on behalf of the Sellers and the Parent Holders, with revised or supplemented prospectus and, following receipt of the revised or supplemented prospectus, the Sellers and the Parent Holders shall be free to resume making offers and sales under the Seller Registration Statement.
The Purchaser shall cause the Seller Registration Statement to remain effective until the date on which the Consideration Shares may be sold by the Sellers pursuant to Rule 144 under the U.S. Securities Act, as amended, or such earlier time as all of the Consideration Shares covered by the Seller Registration Statement have been sold pursuant thereto.
Notwithstanding the foregoing, Buyer shall not under any circumstances be entitled to exercise its right to postpone the filing or effectiveness of, or suspend the use of, the Seller Registration Statement more than two times in any rolling twelve (12) month period, and the aggregate number of days during which the filing or effectiveness of, or the suspension of the use of, such Registration Statement may be postponed or suspended shall not exceed ninety (90) days in any such twelve (12) month period.
Buyer shall cause the Seller Registration Statement to remain effective until the one year anniversary of the Effective Date (to be extended for each day of a Registration Suspension (as defined below)) or such earlier time as all of the Stock Consideration covered by the Seller Registration Statement has been sold pursuant thereto or pursuant to Rule 144 promulgated under the Securities Act.
The Purchaser shall use its best efforts to cause the Seller Registration Statement to be declared effective by the SEC as soon as practicable, provided that the Seller Registration Statement shall -------- not be declared effective until after the Purchaser has filed a Form 8-K covering the transaction contemplated by this Agreement, if such Form 8-K is required to be filed pursuant to Rule 13a-11 or Rule 15d-11 of the Securities Exchange Act of 1934, as amended.
The Buyer may suspend or delay pursuant to (i) or (ii) of this subsection (b) only once during any 365 day period, and any time during which the Seller Registration Statement is suspended under (ii) shall not be included in the amount of time Buyer is required to maintain the effectiveness of the Seller Registration Statement under (a) above.