Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance Clause Samples
This clause requires a party to promptly notify the other party of specific events that could impact the registration process, such as legal proceedings, regulatory actions, or material changes affecting the registered securities. In practice, this means that if any event arises that could delay, suspend, or otherwise affect the registration statement or the ability to sell securities, the responsible party must inform the other party without undue delay. Additionally, the clause may allow the suspending of the right to request advances or drawdowns under the agreement during such periods. Its core function is to ensure transparency and protect both parties by preventing actions that could violate securities laws or jeopardize the registration process.
Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will immediately notify the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus relating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other Federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. THE COMPANY WILL IMMEDIATELY NOTIFY THE INVESTOR UPON ITS BECOMING AWARE OF THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS IN RESPECT OF A REGISTRATION STATEMENT OR RELATED PROSPECTUS RELATING TO AN OFFERING OF REGISTRABLE SECURITIES: (I) RECEIPT OF ANY REQUEST FOR ADDITIONAL INFORMATION BY THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY DURING THE PERIOD OF EFFECTIVENESS OF THE REGISTRATION STATEMENT FOR AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT OR RELATED PROSPECTUS; (II) THE ISSUANCE BY THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE; (III) RECEIPT OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH PURPOSE; (IV) THE HAPPENING OF ANY EVENT THAT MAKES ANY STATEMENT MADE IN THE REGISTRATION STATEMENT OR RELATED PROSPECTUS OF ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE UNTRUE IN ANY MATERIAL RESPECT OR THAT REQUIRES THE MAKING OF ANY CHANGES IN THE REGISTRATION STATEMENT, RELATED PROSPECTUS OR DOCUMENTS SO THAT, IN THE CASE OF THE REGISTRATION STATEMENT, IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND THAT IN THE CASE OF THE RELATED PROSPECTUS, IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; AND (V) THE COMPANY'S REASONABLE DETERMINATION THAT A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT WOULD BE APPROPRIATE; AND THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO THE INVESTOR ANY SUCH SUPPLEMENT OR AMENDMENT TO THE RELATED PROSPECTUS. THE COMPANY SHALL NOT DELIVER TO THE INVESTOR ANY ADVANCE NOTICE DURING THE CONTINUATION OF ANY OF THE FOREGOING EVENTS.
Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will immediately notify the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus relating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the registration statement or related prospectus;
Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will immediately notify the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus relating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the registration statement or related prospectus;