Warrants Registration Statement definition
Examples of Warrants Registration Statement in a sentence
Promptly following the Closing Date, (but by no later than 30 calendar days following the Closing Date), the Company shall, at its sole cost and expense and in accordance with the 1933 Act, use its best efforts to prepare and file a registration statement (the "Exchange Warrants Registration Statement") on Form S-3 (or other appropriate form acceptable to the Investor) under the 1933 Act with the SEC covering all the shares of Common Stock issued or issuable upon exercise of the Exchange Warrants.
The Company shall use its best efforts to have such Exchange Warrants Registration Statement declared effective as soon thereafter as possible (but by no later than 120 calendar days following the Closing Date).
Therefore, the Warrant Shares underlying the Exchange Warrants shall be deemed to be Warrant Shares constituting Registrable Securities for all purposes of the Registration Rights Agreement and the Exchange Warrants Registration Statement shall be deemed to be a Registration Statement for all purposes of the Registration Rights Agreement.
The Issuer's obligations under this Section 10 shall be subject to the obligations of the Selling Holders, which the Selling Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Issuer to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of a Warrants Registration Statement.
Ownership of beneficial interests in the Public Warrants and, following the effectiveness of the Merger Warrants Registration Statement, Merger Warrants (together, the “Publicly Traded Warrants”) shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).
The Company's obligations under this Section 10 shall be subject to the obligations of the Selling Holders, which the Selling Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of a Warrants Registration Statement.
If the Exercised Shares are not sold pursuant to the 2010 Warrants Registration Statement in the manner described under the caption “Plan of Distribution” in the 2010 Warrants Registration Statement, Purchaser agrees to deliver the Exercised Shares to the Company’s transfer agent to enable the transfer agent to affix any appropriate restrictive legends and to institute stop transfer instructions if appropriate.