Initial Shelf Registration Statement Clause Samples
The Initial Shelf Registration Statement clause requires a company to file a registration statement with the relevant securities authority, allowing it to offer and sell securities to the public over a period of time without needing to file a new registration for each offering. Typically, this clause specifies the deadline by which the company must file the statement and may outline the types of securities covered, such as shares or debt instruments. Its core practical function is to streamline the process of raising capital by enabling flexible and efficient access to public markets, thus reducing administrative delays and ensuring readiness for future offerings.
Initial Shelf Registration Statement. The Issuers shall promptly prepare and 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 Registrable Securities (the "Initial Shelf Registration Statement"). The Issuers shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each of the Issuers shall use their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 month or shorter period, the "Effectiveness Period").
Initial Shelf Registration Statement. The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is 180 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date 10 Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4.
Initial Shelf Registration Statement. The Company shall promptly prepare and file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Company shall file with the Commission the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for as long as any Notes or Exchange Securities are outstanding and for as long as any Initial Purchaser or any affiliate (within the meaning of the Securities Act) thereof is required to deliver a prospectus in connection with sales of Notes or Exchange Securities (such period, the "Effectiveness Period").
Initial Shelf Registration Statement. As soon as practicable after M&N becomes eligible to file a Form S-3 Registration Statement under the Securities Act, M&N shall use its reasonable best efforts to file with the SEC a Form S-3 Registration Statement providing for an offering of all Registrable Securities then issued upon Exchange and in accordance with the method(s) of distribution proposed by the Holders. M&N shall use its reasonable best efforts to cause the SEC to declare such Form S-3 Registration Statement effective as soon as practicable thereafter. M&N shall use its reasonable best efforts to keep such Form S-3 Registration Statement continuously effective until the earlier of (i) two years after such Form S-3 Registration Statement has been declared effective and (ii) the date on which all Registrable Securities included in such Form S-3 Registration Statement have been sold in accordance with the plan and method of distribution disclosed in the prospectus included in such Form S-3 Registration Statement, or otherwise.
Initial Shelf Registration Statement. As soon as practicable after Pzena Inc. becomes eligible to file a Form S-3 Registration Statement under the Securities Act, Pzena Inc. shall use its best efforts to file with the SEC a Form S-3 Registration Statement providing for an offering of all Registrable Securities then eligible to be Transferred pursuant to Section 2.1(a)(i) hereof (i) on the date(s) and in accordance with the method(s) of distribution designated by Pzena Inc. pursuant to Section 2.1(a)(i) hereof, or (ii) if Pzena Inc. does not designate any such date or method of distribution, on the date(s) and in accordance with the method(s) of distribution proposed by the Holders. Pzena shall use its best efforts to cause the SEC to declare such Form S-3 Registration Statement effective by such date(s). Pzena Inc. shall use its best efforts to keep such Form S-3 Registration Statement continuously effective until the earlier of (i) two years after such Form S-3 Registration Statement has been declared effective; and (ii) the date on which all Registrable Securities included in such Form S-3 Registration Statement have been sold in accordance with the plan and method of distribution disclosed in the prospectus included in such Form S-3 Registration Statement, or otherwise.
Initial Shelf Registration Statement. Parent shall, on the terms and conditions hereinafter provided, cause to be filed a Shelf Registration Statement, covering the resale of all the Initial Parent Shares, the Escrow Account Shares and the maximum number of Earn-Out Parent Shares that may be issued pursuant to the Acquisition Agreement (the “Initial Shelf Registration Statement”), no later than the date which is 60 days after the date hereof (the “Filing Deadline”), and thereafter proceed to use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission no later than 45 days after the date of filing.
Initial Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.
Initial Shelf Registration Statement. By the later of (i) 90 days after the Effective Date or (ii) 30 days after the Form 10 is declared to be effective by the Commission, the Company shall file with the Commission a registration statement (the “Initial Shelf Registration Statement”) relating to the offer and sale of Registrable Securities by the Holders to the public, from time to time, on a delayed or continuous basis (but not involving any underwritten offering). Except as otherwise provided herein, the Company shall use its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter, and (ii) keep the Initial Shelf Registration Statement continuously effective and, except as otherwise expressly permitted herein in Section 4, not to suspend use of the prospectus included therein in order to permit the prospectus included therein to be usable by the Holders until the earliest to occur of the following: (A) there are no longer any Registrable Securities, (B) until the Company has filed a Short-Form Registration or an Automatic Shelf Registration registering all of the Registrable Securities, and such registration statement has been declared effective, or (C) the expiration of the Required Period.
Initial Shelf Registration Statement. Promptly after the Closing Date and in compliance with applicable securities laws, the Company will, with respect to the Registrable Securities issued pursuant to the Acquisition Agreement, prepare and file a registration statement on Form S-3 (the “Initial Shelf”) with the SEC pursuant to Rule 415 of the Securities Act in the manner necessary to permit their sale on a continuous basis. The Company shall use its reasonable best efforts to cause the Initial Shelf to become effective no later than the 181st day after the Closing Date. Upon effectiveness, the Company shall use its reasonable best efforts to keep the registration statement for the Initial Shelf (the “Initial Shelf Registration Statement”) continuously in effect until the 12-month anniversary of the Closing Date. Each of the Holders shall be permitted to sell Registrable Securities under the Initial Shelf in an amount not exceeding the volume of Registrable Securities that such Holder would have been permitted to sell under Rule 145 of the Securities Act in the event that the issuance of Registrable Securities under the Acquisition Agreement had been registered by the Company on a registration statement on Form S-4 (the “144 Limit”).
Initial Shelf Registration Statement. Promptly after the Closing Date and in compliance with applicable securities laws, the Company will, with respect to the Registrable Securities issued pursuant to the Acquisition Agreement, prepare and file a registration statement on Form S-3 (the “Initial Shelf”) with the SEC pursuant to Rule 415 of the Securities Act in the manner necessary to permit their sale on a continuous basis. The Company shall use its reasonable best efforts to cause the Initial Shelf to become effective no later than the 181st day after the Closing Date. Upon effectiveness, the Company shall use its reasonable best efforts to keep the registration statement for the Initial Shelf (the “Initial Shelf Registration Statement”) continuously in effect until the 12-month anniversary of the Closing Date. Each of the Holders shall be permitted to sell Registrable Securities under the Initial Shelf in an amount not exceeding the volume of Registrable Securities that such Holder would have been permitted to sell under Rule 145 of the Securities Act in the event that the issuance of Registrable Securities under the Acquisition Agreement had been registered by the Company on a registration statement on Form S-4 (the “144 Limit”).