REGISTRATION STATEMENT ON FORM SB Sample Clauses

REGISTRATION STATEMENT ON FORM SB. 2. The Company has prepared in conformity with the requirements under the Securities Act and the Regulations, and has filed with the Commission under the Securities Act, a registration statement on Form SB-2, File No. _________ (the "Registration Statement"), including the related Prospectus, for the registration of the sale of the Securities and the Underwriters' Warrants and the shares of Common Stock underlying the Underwriters' Warrants (the "Warrant Shares"). The conditions for the use of a registration statement on Form SB-2 set forth in the General Instructions thereto have been satisfied with respect to the Company, the transactions contemplated herein, and the Registration Statement. As used in this Agreement, the term "Registration Statement" means such registration statement of the Company, as amended (pre- or post-effectiveness), on file with the Commission at the time the registration statement or any post-effective amendment thereto becomes effective under the Securities Act (including all financial statements and financial schedules, exhibits, all other documents filed as a part thereof or incorporated by reference therein, and all the information contained in any final Prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed by virtue of Rule 430A under the Securities Act to be part of the Registration Statement). The term "Prospectus" as used herein means the final Prospectus included as part of the Registration Statement, including, if applicable, the information contained in any final Prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed by virtue of Rule 430A under the Securities Act to be part of the Registration Statement. The term "Preliminary Prospectus" refers to and means any prospectus included in the Registration Statement or any amendment thereto prior to the Registration Statement becoming effective under the Securities Act.
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REGISTRATION STATEMENT ON FORM SB. 2. GAPC-Florida will participate and cooperate in the preparation of the Registration Statement for GAPC on Form SB-2 which relates to the public offering of 1,725,000 GAPC Shares and 3,450,000 Public Warrants (which includes the over-allotment GAPC Shares and Public Warrants as well as additional securities being registered pursuant to the Underwriting Arrangements) and will use its best diligent efforts to cause such Registration Statement to be filed and processed to effectiveness with the SEC and such blue sky authorities as appropriate. Such described Registration Statement will be meticulously and carefully prepared in compliance with the Act and rules and regulations thereunder, as well as Blue Sky Statutes and rules and regulations thereunder. Such Registration Statement will set forth all material information which may reasonably be required in connection with any investment decision to purchase the offered GAPC Shares and Public Warrants and such Registration Statement will, prior to the filing thereof, be furnished to GAPC, Gateway, the Holders and their counsel and other experts for examination, comment and amendment. In connection with the preparation, filing and processing to effectiveness of such Registration Statement with the SEC and the several blue sky authorities, GAPC-Florida, Gateway and the Members acknowledge that GAPC and its counsel will be materially assisted by counsel for GAPC-Florida. Counsel for GAPC-Florida with respect to such undertaking shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
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REGISTRATION STATEMENT ON FORM SB. 2/S-3. Jenkon shall use its commercially reasonable efforts to file, at least fifteen (15) days prior to the date of the meeting of Jenkon stockholders at which Stockholder Approval is proposed to be obtained, a Registration Statement on Form SB-2 or S-3 with the SEC covering the resale of not less than 6,750,000 shares of Jenkon Common Stock issued to the Stockholders at the Closing or issuable upon conversion of Preferred Stock. Such registration may also include shares of Jenkon Common Stock issuable upon conversion of debt issued in private placement described in Section 7.1 of this Agreement. The allocation of such registration rights among the Stockholders shall be as set forth in SCHEDULE 6.2(a) to this Agreement. As a condition to registration of any Jenkon Common Stock on behalf of a Stockholder, the Stockholder shall provide such information and complete such questionnaires as the Jenkon may reasonably require in order to comply with applicable state and federal securities laws. In addition, each Stockholder shall agree to customary indemnification of Jenkon and its officers, directors, agents and affiliates with respect to any information provided by such Stockholder.
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REGISTRATION STATEMENT ON FORM SB. 2. GAPC will undertake the preparation of the Registration Statement on Form SB-2 which relates to the public offering of 1,725,000 GAPC Shares and 3,450,000 Public Warrants (which includes the over-allotment GAPC Shares and Public Warrants as well as
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REGISTRATION STATEMENT ON FORM SB. 2. The parties hereto acknowledge that the Company has filed with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form SB-2 covering the resale of up to 5,210,506 shares of Common Stock (the "Registered Shares"), which Registration Statement has been declared effective by the SEC. The parties further acknowledge that the Registration Statement will be required to be suspended as a result of the Transaction pending amendment thereof. Accordingly, the parties shall use their best efforts to cause the Registration Statement to be amended as soon as practicable after the Closing, except the parties may consider not amending the Registration Statement in the event the Registered Shares may be sold under Rule 144 without regard to the volume limitations rule thereunder.
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Related to REGISTRATION STATEMENT ON FORM SB

  • Rule 462(b) Registration Statement In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement and shall have become effective automatically upon such filing.

  • Copies of Registration Statement The Company will furnish the Dealer Manager with one signed copy of the Registration Statement, including its exhibits, and such additional copies of the Registration Statement, without exhibits, and the Prospectus and all amendments and supplements thereto, which are finally approved by the Commission, as the Dealer Manager may reasonably request for sale of the Shares.

  • Filing Registration Statement The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the 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 and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (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 the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the 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.

  • Contents of Registration Statement (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

  • Filing of Registration Statement The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-234654), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act (the “Rule 430A Information”), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion and filed with the Commission on [●], 2020, that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. For purposes of this Agreement: