Registration Statement Filing Clause Samples
Registration Statement Filing a. As promptly as reasonably practicable following the Closing, the Company shall file with the Commission a registration statement (the “Registration Statement”) on any appropriate form under the Securities Act with respect to the offering and sale or other disposition of the shares of Company’s common stock underlying the Debentures (the “Shares”). The Company agrees to use all reasonable efforts to cause the Registration Statement to become effective as soon as reasonably practicable following its filing. Each Purchaser agrees to cooperate with and provide assistance to the Company in connection with the registration and sale of the Shares.
b. The Company agrees that it will: (i) prepare and file with the Commission, any amendments or supplements to the Registration Statement or prospectus which is a part thereof which may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the offer of the Shares covered by the Registration Statement for a period of the earlier of two (2) years from the effective date of the Registration Statement and the date when all Shares covered by the Registration Statement have been sold or otherwise disposed; (ii) prepare and promptly file with the Commission and promptly notify each Purchaser of the filing of such amendment or supplement to the Registration Statement or prospectus as may be necessary to correct any statement therein or omission therefrom if at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (iii) in case any of the Purchasers are required to deliver a prospectus, prepare promptly such amendment or amendments to the Registration Statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act; (iv) advise each Purchaser promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement or amendment thereto or of the initiation or threatening of any proceedings for that purpose, and promptly use its commercially reasonable efforts to prevent the issuance...
Registration Statement Filing. The WMLP Parties and TMLP Parties agree to cooperate in the preparation of the Registration Statement (including the Consent Statement/Prospectus contained therein). TMLP shall file with the SEC the Registration Statement as promptly as practicable following the date of this Agreement and in any event within three Business Days following the completion of all historical and pro forma financial statements required to be included in the Registration Statement. The TMLP Parties and the WMLP Parties each shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement, and the WMLP Parties shall promptly thereafter mail the Consent Statement/Prospectus, which shall include a form of consent that may be executed by holders of the WMLP Common Units in connection with the written consent, to the holders of WMLP Common Units. The parties shall also use their reasonable best efforts to satisfy prior to the effective date of the Registration Statement all necessary state securities Law or “blue sky” notice requirements in connection with the Merger and to consummate the GP Merger and other transactions contemplated by this Agreement.
Registration Statement Filing. A registration statement on Form S-3 (File No. 333-47485), as amended by pre-effective amendment no. 1 thereto, in respect of, among other things, the Preferred Securities, the Guarantee and the Subordinated Debentures (collectively, the "Registered Securities") has been filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), and delivered to the Representatives; such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, have been declared effective by the Commission in such form; and no stop order suspending the effec- tiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the knowledge of PSCo and the Trust, threatened by the Commission (any preliminary prospectus included in such registration statement or thereafter filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is referred to herein as a "Preliminary Prospectus"; the various parts of such registration statement, including (i) all exhibits thereto, (ii) if applicable, the information contained in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be a part of the registration statement at the time it was declared effective and (iii) the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of such registration statement became effective, each as amended at the time such part of such registration statement became effective, are referred to herein collectively as the "Registration Statement"; the final prospectus, as supplemented by the related prospectus supplement, in the form first filed with respect to the Preferred Securities pursuant to Rule 424(b) under the Act, is referred to herein collectively as the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and inclu...
Registration Statement Filing. The parties hereto acknowledge that the Lender shall have the registration rights afforded to Lender under Section 10 of the PIPE Subscription Agreement and Lender shall have the registration rights afforded to Lender under Section 12 of the Convertible Note Subscription Agreement and Section 7.4 of the Warrant Agreement (collectively, the “Registration Rights”).
Registration Statement Filing. No later than 30 days after, receipt by Patch of (i) the Company's audited financial statements for the fiscal period year ended December 31,2006. Patch shall use its commercially reasonable efforts to prepare and file a registration statement with the SEC to register under the US Securities Act the issuance of the Patch Shares on the exchange of the Exchangeable Shares and shall use its commercially reasonable efforts to cause such registration to become effective as soon as possible.
Registration Statement Filing. Except as set forth on Schedule 3.18 hereto and except for (i) registration statements covering current stock options, rights, warrants and shares issued to officers, directors, employees and consultants and (ii) registration statements covering Common Stock issued pursuant to acquisitions reasonably related to the Company's business and contemplated by the Company's business model, the Company will not file another registration statement until the Effectiveness Anniversary, other than the Registration Statement and other registration statements filed pursuant to the Registration Rights Agreement.
Registration Statement Filing. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-199557) (collectively, with the various parts of such registration statement, each as amended as of the Effective Date (as defined below) for such part, including any Preliminary Prospectus, Prospectus (each, as defined below) and all exhibits to such registration statement, the “Initial Registration Statement”) relating to the Shares, under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Commission promulgated thereunder. As used in this Agreement:
Registration Statement Filing. On October 31, 1997, the Earned Warrant Percentage will increase by 1.00% multiplied by the Commitment Percentage on such date, unless either
A. the Earned Warrant Percentage increased pursuant to clause (i) above, or ------------------------
(1) I. E., if the increase described in clause (i) above were the first to occur and the Commitment Percentage on August 31, 1997 were 100%, then the Earned Warrant Percentage will increase from 1.00% to 2.00%, not by 1.00% of 1.00%.
B. on or prior to such date IWCH has filed a registration statement or amended registration statement on Form S-1 under the 1933 Act with respect to a public offering of IWCH Voting Common Stock with an aggregate anticipated offering price to the public of not less than $50,000,000. If the Earned Warrant Percentage increases pursuant to this clause (ii), then the Earned Warrant Percentage will not increase pursuant to clause (iii) below.
Registration Statement Filing. For the avoidance of doubt, and notwithstanding the general waiver of Section 9.1(d) above, the parties agree that filing with the SEC of the Registration Statement with respect to the Registration Statement Securities shall not be required prior to Closing.
Registration Statement Filing. TSYW shall use all reasonable efforts following the Closing to file a Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) with respect to the TSYW Common Stock to be issued to the ESW shareholders, and shall include all such shares in any subsequent amendments to the Registration Statement. ESW shall prepare the Registration Statement and all amendments thereto, with such assistance as necessary from TSYW. The Registration Statement shall conform in all material aspects to the requirements of the Act and the rules and regulations of the SEC promulgated thereunder. TSYW will use its best efforts to file such amendments to the Registration Statement as are necessary in order for the Registration Statement to be declared effective under the Act by the SEC.