Filing of a Shelf Registration Statement Sample Clauses

Filing of a Shelf Registration Statement. (a) At any time following the date that the Company (i) is permitted by law to file an S-3 Shelf Registration Statement and (ii) has available audited consolidated financial statements for the required fiscal years prepared to comply with the rules of the SEC set forth in Regulation S-X, a Qualifying Holder or Qualifying Holders then holding not less than ten percent (10%) of the issued and outstanding shares of Common Stock, excluding the Onex Stockholders, may, on not more than two (2) occasions in aggregate, request in writing that the Company file a Registration Statement on Form S-3 covering the resale of all Registrable Securities held by the Qualifying Holders on a continuous basis under and in accordance with Rule 415 under the Securities Act (the “Initial Shelf Registration Statement”). In addition, at any time following the date that the Company has available audited consolidated financial statements for the required fiscal years prepared to comply with the rules of the SEC set forth in Regulation S-X, a Qualifying Holder or Qualifying Holders then holding not less than ten percent (10%) of the issued and outstanding shares of Common Stock may request in writing that the Company file an Initial Shelf Registration Statement on Form S-1 covering the resale of all Registrable Securities held by the Qualifying Holders on a continuous basis under and in accordance with Rule 415 under the Securities Act; provided that the Company shall consider such request in good faith but shall not be required to file or keep effective such Initial Shelf Registration Statement on Form S-1 or any Substitute Shelf Registration Statement in connection therewith and the Qualifying Holders acknowledge and agree that the Company shall have no liability for not filing or keeping effective such Initial Shelf Registration Statement on Form S-1 or any Substitute Shelf Registration Statement in connection therewith. The Company will (i) prepare and file the Initial applicable Shelf Registration Statement as promptly as reasonably practicable (and in any event within, if the Initial Shelf Registration Statement is on Form S-3 (or any applicable successor form), sixty (60) days or, if the Initial Shelf Registration Statement is on any other form, ninety (90) days) following receipt of such request); (ii) use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable aft...
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Filing of a Shelf Registration Statement. Upon such written demand pursuant to Section 2(a), the Company shall within 30 days following receipt of such written demand, file with the Commission a Shelf Registration Statement relating to the issuance and/or resale of the Registrable Securities from time to time in accordance with the methods of distribution set forth in such Shelf Registration Statement (including securities deemed registered pursuant to Rule 416 under the Securities Act), and thereafter use its reasonably best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act within 75 days following receipt of such written demand; provided that no Holder shall be entitled to have its Registrable Securities covered by such Shelf Registration Statement unless such Holder is in compliance with Section 5 hereof.
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Filing of a Shelf Registration Statement. Subject to the conditions ---------------------------------------- set forth in this Agreement, and notwithstanding the last five (5) sentences of Section 3(b), not later than the later to occur of (i) the 30th day following the date on which the Company becomes eligible to file a Registration Statement on Form S-3 or a similar "short form" registration statement or (ii) the first anniversary of the date hereof (the "Required Filing Date"), the Company shall -------------------- prepare and file with the Securities and Exchange Commission (the "SEC"), a "shelf" registration statement (the "Shelf Registration Statement") providing ---------------------------- for the sale by the Holders of the Registrable Shares in accordance with the terms hereof. Subject to the last five (5) sentences of Section 3(b), the Company shall use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC no later than the date which is 45 days after the earlier of (i) the Required Filing Date or (ii) the date on which the Shelf Registration Statement is actually filed with the SEC and to keep such Shelf Registration Statement continuously effective for a period ending on the earliest of (a) the date on which such no Holder holds any of the Registrable Shares, (b) three (3) years after the date such Shelf Registration Statement was declared effective or (c) the date on which all of the Registrable Shares held by the Holders have become eligible for sale pursuant to Rule 144 (k) (or any successor provision) promulgated under the Securities Act (the "Shelf Expiration Date"). ---------------------
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Related to Filing of a Shelf Registration Statement

  • Shelf Registration Statement In connection with any Shelf Registration Statement, each of the Issuers and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Issuers and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

  • Automatic Shelf Registration Statement The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an automatic shelf registration statement, as defined in Rule 405 under the Securities Act (“Rule 405”) (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for the registration of the offering and sale of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing; and no stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the SEC against the Company or related to the Offering of the Securities. The Company may have filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), a preliminary prospectus supplement relating to the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you 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 Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.

  • Initial Shelf Registration The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

  • Filing of Registration Statement The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-234654), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act (the “Rule 430A Information”), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion and filed with the Commission on [●], 2020, that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. For purposes of this Agreement:

  • Effectiveness of Automatic Shelf Registration Statement The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement.