Common use of Filing Registration Statement Clause in Contracts

Filing Registration Statement. Parent shall use its best efforts to, as expeditiously as possible, but in no event more than forty-five (45) days, after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Parent then qualifies or which counsel for Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective as soon as practicable, but in no event later than seventy-five (75) days after the filing of such Registration Statement, and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Parent shall have the right to defer any Demand Registration for up to an additional fifteen (15) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Parent shall furnish to Investors requesting to include their Registrable Securities in such registration a certificate signed by the President, Chief Executive Officer or Chairman of Parent stating that, in the good faith judgment of the Board of Directors of Parent, it would be materially detrimental to Parent and its shareholders for such Registration Statement to be effected at such time; provided, further, that Parent shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

Appears in 7 contracts

Sources: Registration Rights Agreement (Purple Innovation, Inc.), Registration Rights Agreement (Purple Innovation, Inc.), Registration Rights Agreement (Purple Innovation, Inc.)

Filing Registration Statement. Parent ParentCo shall use its reasonable best efforts to, as expeditiously as possible, but in no event more than forty-five (45) days, possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which Parent ParentCo then qualifies or which counsel for Parent ParentCo shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable, but in no event later than seventy-five (75) days after the filing of such Registration Statement, and use its reasonable best efforts to keep it effective for the period required by Section 3.1.3Effectiveness Period; provided, however, that Parent ParentCo shall have the right to defer any Demand Registration for up to an additional fifteen sixty (1560) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration Demand Registration to which such Piggy-Back Registration relates, in each case if Parent ParentCo shall furnish to Investors requesting to include their Registrable Securities in such registration the holders a certificate signed by the President, Chief Executive Officer or Chairman of Parent ParentCo stating that, in the good faith judgment of the Board of Directors of ParentParentCo (the “ParentCo Board”), it would be materially detrimental to Parent ParentCo and its shareholders for such Registration Statement to be effected at such time; provided, provided further, however, that Parent ParentCo shall not have the right to exercise the right set forth in the immediately preceding proviso for more than once a total of sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any 365-day period in respect of a Demand Registration hereunder.

Appears in 4 contracts

Sources: Investor Rights Agreement (Roth CH Acquisition I Co. Parent Corp.), Investor Rights Agreement (Roth CH Acquisition I Co. Parent Corp.), Investor Rights Agreement (Open Lending Corp)

Filing Registration Statement. Parent shall use its best efforts toParamount shall, as expeditiously as possible, but possible and in no any event more than forty-five (45) days, within 60 days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which Parent Paramount then qualifies or which that counsel for Parent Paramount shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) methods of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective as soon as practicable, but in no event later than seventy-five (75) days after the filing of such Registration Statement, and use its best efforts to keep it remain effective for the period required by Section 3.1.33.1(c); provided, however, that Parent Paramount shall have the right to defer any Demand Registration for up to an additional fifteen (15) 30 days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Parent Paramount shall furnish to Investors requesting to include their Registrable Securities in such registration the holders a certificate signed by the President, Chief Executive Officer or Chairman President of Parent Paramount stating that, in the good faith judgment of the Board of Directors of ParentParamount, it would be materially detrimental to Parent Paramount and its shareholders stockholders for such Registration Statement to be effected at such time; provided, further, provided further that Parent Paramount shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Paramount Acquisition Corp), Registration Rights Agreement (Paramount Acquisition Corp)

Filing Registration Statement. Parent shall use its best efforts to, as expeditiously as possible, but in no event more than forty-five (45) days, after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Parent then qualifies or which counsel for Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective as soon as practicable, but in no event later than seventy-five (75) days after the filing of such Registration Statement, and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Parent shall have the right to defer any Demand Registration for up to an additional fifteen (15) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Parent shall furnish to Investors requesting to include their Registrable Securities in such registration a certificate signed by the President, Chief Executive Officer or Chairman of Parent stating that, in the good faith judgment of the Board of Directors of Parent, it would be materially detrimental to Parent and its shareholders for such Registration Statement to be effected at such time; provided, further, that Parent shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day 365 -day period in respect of a Demand Registration hereunder.

Appears in 1 contract

Sources: Registration Rights Agreement

Filing Registration Statement. Parent Company shall use its best efforts to, as expeditiously as possible, but in no event more than forty-five (45) days, after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Parent Company then qualifies or which counsel for Parent Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective as soon as practicable, but in no event later than seventy-five (75) days after the filing of such Registration Statement, and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Parent Company shall have the right to defer any Demand Registration for up to an additional fifteen (15) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Parent Company shall furnish to Investors requesting to include their Registrable Securities in such registration a certificate signed by the President, Chief Executive Officer or Chairman of Parent Company stating that, in the good faith judgment of the Board of Directors of ParentCompany, it would be materially detrimental to Parent Company and its shareholders for such Registration Statement to be effected at such time; provided, further, that Parent Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

Appears in 1 contract

Sources: Registration Rights Agreement (Lazydays Holdings, Inc.)

Filing Registration Statement. Parent shall use its best efforts to, as expeditiously as possible, but in no event more than forty-five (45) days, after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Parent then qualifies or which counsel for Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective as soon as practicable, but in no event later than seventy-five (75) days after the filing of such Registration Statement, and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Parent shall have the right to defer any Demand Registration for up to an additional fifteen (15) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Parent shall furnish to Investors requesting to include their Registrable Securities in such registration a certificate signed by the President, Chief Executive Officer or Chairman of Parent stating that, in the good faith judgment of the Board of Directors of Parent, it would be materially detrimental to Parent and its shareholders for such Registration Statement to be effected at such time; providedprovided further, furtherhowever, that Parent shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

Appears in 1 contract

Sources: Registration Rights Agreement (Purple Innovation, Inc.)

Filing Registration Statement. Parent shall use its best efforts to, as expeditiously as possible, but in no event more than forty-five (45) days, possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Parent then qualifies or which counsel for Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective as soon as practicable, but in no event later than seventy-five (75) days after the filing of such Registration Statement, and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Parent shall have the right to defer any Demand Registration for up to an additional fifteen ninety (1590) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Parent shall furnish to Investors requesting to include their Registrable Securities in such registration the Investor a certificate signed by the President, Chief Executive Officer or Chairman of Parent stating that, in the good faith judgment of the Board of Directors of Parent, it would be materially detrimental to Parent and its shareholders for such Registration Statement to be effected at such time; providedprovided further, furtherhowever, that Parent shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

Appears in 1 contract

Sources: Registration Rights Agreement (Purple Innovation, Inc.)