Initial Shelf Registration. The Issuers shall as promptly as reasonably practicable 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"). If the Issuers shall have not yet filed an Exchange Offer and the Shelf Notice was delivered at least 45 days prior to the Filing Date, the Issuers shall file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Notice. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 120th day after the filing thereof with the SEC and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 24 months from the Issue Date (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or
Appears in 1 contract
Sources: Registration Rights Agreement (Frontiervision Holdings Capital Ii Corp)
Initial Shelf Registration. The Issuers shall as promptly as reasonably practicable Company shall, under the circumstances set forth in Section 2(i), 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"). If the Issuers The Company shall have not yet filed an Exchange Offer and the Shelf Notice was delivered at least 45 days prior use its best efforts to the Filing Date, the Issuers shall file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall file with the SEC the Initial Shelf Registration within 60 20 days of the delivery of the Shelf NoticeNotice or as promptly as possible following the request of the Purchasers or, if later, by the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another an appropriate form permitting registration of such Registrable Securities for resale by such holders Holders in the manner or manners designated by them a majority in principal amount of the securities then outstanding (including, without limitation, one or more underwritten offerings). The Issuers Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use their reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 120th day as promptly as practicable after the filing thereof with the SEC and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is 24 months from the Issue Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial or (ii) a Subsequent Shelf Registration orcovering all of the Registrable Securities has been declared effective under the Securities Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Jordan Industries Inc)
Initial Shelf Registration. The Issuers shall as promptly as reasonably practicable Company shall, under the circumstances set forth in Section 2(i), prepare and file with the SEC a Registration ▇▇▇▇▇▇▇▇- tion 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"). If the Issuers The Company shall have not yet filed an Exchange Offer and the Shelf Notice was delivered at least 45 days prior use its best efforts to the Filing Date, the Issuers shall file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall file with the SEC the Initial Shelf Registration within 60 20 days of the delivery of the Shelf NoticeNotice or as promptly as possible following the request of the Purchaser or, if later, by the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another an appropriate form permitting registration of such Registrable Securities for resale by such holders Holders in the manner or manners designated by them a majority in liquidation preference of the securities then outstanding (including, without limitation, one or more underwritten offerings). The Issuers Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use their reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 120th day as promptly as practicable after the filing thereof with the SEC and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is 24 months from the Issue Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial or (ii) a Subsequent Shelf Registration orcovering all of the Registrable Securities has been declared effective under the Securities Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Jordan Telecommunication Products Inc)
Initial Shelf Registration. The Issuers Company shall as promptly as reasonably practicable carefully prepare and file with the SEC SEC, as soon as practicable following the Effective Date (but no later than 60 days from the Effective Date), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities then outstanding (the "“Initial Shelf Registration"”). If the Issuers shall have not yet filed an Exchange Offer and the Shelf Notice was delivered at least 45 days prior to the Filing Date, the Issuers shall file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Notice. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such holders the Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration. The Company shall use their reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 120th day as soon as practical after the filing thereof with the SEC Effective Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is 24 months from fifth anniversary of the Issue Effective Date (the "“Effectiveness Period"”), or such shorter period ending when on the earlier of the date on which (i) all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration, (ii) a Short Form Registration orcovering all of the Registrable Securities has been declared effective under the Act or (iii) all Registrable Securities may be immediately sold pursuant to Rule 144(k), provided that the Company has obtained an opinion to such effect from counsel reasonably acceptable to such Holder.
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