Filing of Resale Shelf Registration Statement Clause Samples

The Filing of Resale Shelf Registration Statement clause requires the company to prepare and submit a registration statement to the relevant securities authority, allowing certain shareholders to resell their securities to the public. Typically, this clause applies to investors who have acquired shares through private placements or similar transactions and wish to sell their holdings without restrictions. By mandating the timely filing of such a registration statement, the clause ensures that shareholders have a clear and efficient mechanism to liquidate their investments, thereby enhancing liquidity and reducing barriers to resale.
Filing of Resale Shelf Registration Statement. Subject to the conditions set forth in this Agreement, the Company shall cause to be filed a Registration Statement under Rule 415 under the Securities Act relating to the sale by the Holders of all of the Registrable Shares of the Holders in accordance with the terms hereof, and shall use reasonable efforts to cause such Registration Statement to be declared effective by the SEC by that date which is 375 days after the date hereof. The Company agrees to use reasonable efforts to keep the Registration Statement, after its date of effectiveness, continuously effective with respect to the Registrable Shares of a particular Holder until the earlier of (a) the date on which such Holder no longer holds any Registrable Shares or (b) the date on which all of the Registrable Shares held by such Holder have become eligible for sale pursuant to Rule 144(k) (or any successor provision) (hereinafter referred to as the “Resale Shelf Registration Expiration Date”).
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Filing of Resale Shelf Registration Statement. Subject to the conditions set forth in this Agreement, the Company shall cause to be filed a Registration Statement under Rule 415 under the Securities Act relating to the sale by any Holder of all of the Registrable Shares of such Holder or Holders in accordance with the terms hereof (the “Resale Registration Statement”), and shall commence, no later than the first anniversary of this Agreement, the preparation of such Resale Registration Statement, and shall use reasonable good faith efforts to cause such Resale Registration Statement to be declared effective by the SEC within 90 days following the first anniversary of the date of this Agreement. The Company agrees to use reasonable good faith efforts to keep the Resale Registration Statement, after its date of effectiveness, continuously effective with respect to the Registrable Shares of each Holder until the earlier of (a) the date on which the Holder no longer holds any Registrable Shares or (b) the date on which all of the Registrable Shares held by such Holder have become eligible for sale pursuant to Rule 144(k) (or any successor provision) (hereinafter referred to as the “Resale Shelf Registration Expiration Date”).
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Filing of Resale Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause to be filed on the first Business Day after the first anniversary of the Closing, or as soon as reasonably practicable thereafter, a registration statement on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and providing for the sale by the Holders of all, but not less than all, of their Registrable Securities in accordance with the terms hereof and will use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as soon thereafter as is practicable. The Company agrees to use its commercially reasonable efforts to keep the Resale Shelf Registration Statement with respect to the Registrable Securities continuously effective for a period expiring on the date on which all remaining Registrable Securities covered by the Resale Shelf Registration Statement have been sold. Subject to Section 3.2(b) below, the Company further agrees to amend the Resale Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for the Resale Shelf Registration Statement or by the Securities Act or any rules and regulations thereunder.
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Filing of Resale Shelf Registration Statement. Subject to the conditions set forth in this Agreement, the Company shall cause to be filed by the expiration of the Non-Redemption Period a Registration Statement under Rule 415 under the Securities Act relating to (i) the sale by any Holder who is an affiliate of the Company (as defined in Rule 144(a) under the Securities Act) of all of the Registrable Shares of such Holder or Holders in accordance with the terms hereof and (ii) the sale by any Holder of Registrable Shares as may be required under Section 3(b)(ii), and shall use reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company agrees to use reasonable efforts to keep the Registration Statement, after its date of effectiveness, continuously effective with respect to the Registrable Shares of a particular Holder until the earlier of (a) the date on which such Holder no longer holds any Registrable Shares or (b) the date on which all of the Registrable Shares held by such Holder have become eligible for sale pursuant to Rule 144(k) (or any successor provision) (hereinafter referred to as the "Resale Shelf Registration Expiration Date").
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Filing of Resale Shelf Registration Statement. Subject to the --------------------------------------------- conditions set forth in this Agreement, the Company shall cause to be filed a Registration Statement under Rule 415 under the Securities Act relating to the sale by any Holder of all of the Registrable Shares of such Holder or Holders in accordance with the terms hereof (the "Resale Registration Statement"), and ----------------------------- shall commence, no later than the first anniversary of this Agreement, the preparation of such Resale Registration Statement, and shall use reasonable good faith efforts to cause such Resale Registration Statement to be declared effective by the SEC within 90 days following the first anniversary of the date of this Agreement. The Company agrees to use reasonable good faith efforts to keep the Resale Registration Statement, after its date of effectiveness, continuously effective with respect to the Registrable Shares of each Holder until the earlier of (a) the date on which the Holder no longer holds any Registrable Shares or (b) the date on which all of the Registrable Shares held by such Holder have become eligible for sale pursuant to Rule 144(k) (or any successor provision) (hereinafter referred to as the "Resale ------ Shelf Registration Expiration Date"). ----------------------------------
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Filing of Resale Shelf Registration Statement. Unless the --------------------------------------------- Company has previously filed the Issuance Registration Statement (as defined in Section 3(b) below), subject to the conditions set forth in this Agreement, on a date that is no earlier than two weeks before the date of the expiration of the Lock-up Period (the "Lock-up Expiration Date") and no later than the Lock-up Expiration Date, the Company shall file a Registration Statement (the "Resale Registration Statement") under Rule 415 under the Securities Act relating to the offer and sale by the Holders of all of the Registrable Shares of the Holders in accordance with the terms hereof, and shall use all commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC by that date which is 75 days after the Lock-up Expiration Date. The Company agrees to use all commercially reasonable efforts to keep the Registration Statement, after its date of effectiveness, continuously effective with respect to the Registrable Shares of a particular Holder until the earlier of (a) the date on which such Holder no longer holds any Registrable Shares or (b) the date on which all of the Registrable Shares held by such Holder have become eligible for sale pursuant to Rule 144(k) (or any successor provision) (hereinafter referred to as the "Resale Shelf Registration Expiration Date"). The Company shall not be deemed to have used all commercially reasonable efforts to keep the Resale Shelf Registration Statement effective during the period from the date of the declaration of its effectiveness through the Resale Shelf Registration Expiration Date if the Company takes any action, or fails to take any action, that would result in the Resale Registration Statement not being available to the Holders with respect to their offer and sale of any of their Registrable Shares during such period, unless (i) such an action is required by applicable law (provided that, in no event shall the Company be relieved of its obligations under Section 3(e) below) or (ii) such action is made in compliance with the provisions of Section 8.
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Filing of Resale Shelf Registration Statement. Following shareholder approval and effectiveness of the Restated Charter, the Company shall: (a) File the Resale Shelf Registration Statement with the SEC as promptly as practicable following, and shall use the Company’s commercially reasonable efforts to have the registration declared effective under the Securities Act as soon as reasonably practicable. (b) Continue to maintain and renew the Resale Shelf Registration Statement for such periods as approved by the Special Committee.
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Filing of Resale Shelf Registration Statement 
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Related to Filing of Resale Shelf Registration Statement

  • 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.

  • 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.

  • 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:

  • 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.

  • 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.