Filing and Effectiveness of Registration Statement Sample Clauses

Filing and Effectiveness of Registration Statement. The Company has prepared and filed with the Commission the Registration Statement (file number 333-251756) on Form S-1, including the related Preliminary Prospectus, for registration under the Act of the offering and sale of the Securities and the Ordinary Shares and Warrants included as part of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective in accordance with Section 8(a) of the Act. The Company has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has previously been furnished to the Representatives. The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed, such Prospectus shall contain all information required by the Act and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised the Representatives, prior to the Execution Time, will be included or made therein. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than the Deadline (as defined in the Debenture). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty-eight (48) hours of the Commission's receipt of such request. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. Certain terms are defined at the end of this subsection. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-136921) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Filing and Effectiveness of Registration Statement. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-241031), including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Initial Sale Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B;

Filing and Effectiveness of Registration Statement. The Company shall file a registration statement with respect to such Demand Registration as promptly as practicable following such Demand and use its Commercially Reasonable Efforts to cause the same to be declared effective as promptly as practicable following such Demand. Unless all of the Registrable Shares covered by the registration statement have earlier been sold or withdrawn from sale or cease to be Registrable Shares, the Company shall use its Commercially Reasonable Efforts to maintain the effectiveness of any Demand Registration for a period ending upon the sooner of (i) the sale of all Registrable Shares covered by such registration statement or the date on which the Holders of unsold Registrable Shares deliver written notice to the Company that they no longer intend to offer or sell such securities pursuant to the registration statement and (ii) the expiration of the period lasting one hundred eighty (180) days (in the case of a shelf registration) or ninety (90) days (in the case of any other registration) after such registration statement is first declared effective, plus (x) the number of days during which the Selling Holders are prohibited from making sales pursuant to such Demand Registration because of any stop order, injunction or other order or requirement of the Commission or any other U.S. governmental agency or court and (y) the number of days constituting any Demand Suspension Period (as defined in Section 2.1.3.2) (the “Demand Period”). A registration will not count as a Demand Registration unless it is declared effective by the Commission and remains effective until the earlier of (x) such time as all of the Registrable Shares included on a demand basis in such registration have been sold or disposed of by the Selling Holders or cease to be Registrable Shares, or (y) the expiration of the Demand Period. In addition, a request for registration shall not be deemed to constitute a Demand Registration for purposes of the preceding sentence if: (i) the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some act or omission by the Holders requesting such registration; (ii) the Company voluntarily takes any action that would result in the Holder not being able to sell such Registrable Shares covered thereby during the Demand Period; or (iii) if the Demand Registration does not involve an underwritten offering, the...

Filing and Effectiveness of Registration Statement. With respect to a Registration Statement required by Section 2.01 or 2.02, (i) prepare and file with the SEC a Registration Statement, (ii) cause such Registration Statement to become effective, and (iii) maintain the effectiveness of such Registration Statement, in each case, as of the dates and for the periods required by Section 2.01 or 2.02, as the case may be, which Registration Statement, and any Registration Statement contemplated by Section 2.03 hereof (including any amendments or supplements thereto and prospectuses contained therein), shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Filing and Effectiveness of Registration Statement. The Company shall use its reasonable best efforts to prepare and file with the SEC, no later than forty-five (45) calendar days after the F-3 Notice Date, a Registration Statement on Form F-3 (or such similar or successor form as may be appropriate), covering, and shall obtain all such qualifications and compliances as may be required and as would permit the sale and distribution of, all Registrable Securities. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective no later than the earlier of (i) five (5) calendar days after the date on which the Company receives notice from the SEC that such Registration Statement may be declared effective and (ii) one hundred and twenty (120) calendar days after the F-3 Notice Date. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 2.02 to remain effective until the earlier of (A) the date on which all Registrable Securities registered pursuant to such Registration Statement shall have been sold to the public and (B) the date on which all of the Registrable Securities requested to be registered by the F-3 Holders can be freely sold to the public pursuant to Rule 144 without any manner or volume limitations.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission by not later than 90 days after the Closing Date (as defined in the Securities Purchase Agreement), a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 180 days after the Closing Date, assuming for purposes hereof a Conversion Price as defined in the Certificate of Designations. The Company shall notify the Initial Investors by written notice that such Registration Statement has been declared effective by the Commission within one business day of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable, but in no event later than 270 days after the Closing Date; provided, however, that if the effectiveness of the Registration Statement is delayed directly as a result of disclosure in the Registration Statement relating to the transactions contemplated by the Merger Agreement, such 270 day period shall be extended for an additional 60 days. The Company shall promptly (and, in any event, no more than 48 hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer Initial Investor and the Company shall use its best efforts to respond to any such comments within 20 days after their receipt. At such time after the filing of the Registration Statement pursuant to this Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities, except as set forth on the attached Schedule 2(a) The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.