SEC Registration Statement Clause Samples

The SEC Registration Statement clause requires a company to file a registration statement with the U.S. Securities and Exchange Commission (SEC) before offering securities to the public. This process involves providing detailed disclosures about the company's business, financial condition, and the securities being offered, ensuring transparency for potential investors. By mandating this filing, the clause helps protect investors by ensuring they have access to essential information, thereby promoting fair and informed investment decisions.
SEC Registration Statement. The Company has made available to the Executive, in the form filed with the SEC and as amended prior to the date hereof, the Form S-1 Registration Statement (Registration No. 333-59371) (the "Registration Statement"). The Registration Statement complies as to form in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") and the rules and regulations thereunder, and did not, on the date when it was declared effective, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein in light of the circumstances under which they were made not misleading.
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SEC Registration Statement. Optelecom shall prepare and file with the US Securities and Exchange Commission ("SEC") a registration statement on Form S-3 covering the sale by each Paragon Stockholder of one-third of the Optelecom Shares distributed by Paragon to such stockholder or to Adventatum for the benefit of such stockholder. Optelecom will file the registration statement on the Registration Target Date as hereinafter defined and will use its best efforts to have the registration statement declared effective as promptly as practicable. Optelecom shall not be required to maintain the registration statement effective for more than 24 months from its effective date. The Paragon Stockholders shall reimburse Optelecom up to a maximum of $12,500 for fees and expenses incurred by it in connection with the registration of the Optelecom Shares. The Registration Target Date shall be the seventh business day following the date on which Paragon delivers to Optelecom: (i) financial statements of Paragon that in the judgment of the independent public accountants for Optelecom meet the requirements of Rule 3.05 of the SEC's Accounting Rules (Regulation S-X); and (ii) information regarding Paragon that in the judgment of the independent public accountants for Optelecom is sufficient to permit Optelecom to prepare the pro-forma financial information required by Article 11 of Regulation S-X.
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SEC Registration Statement. Design-Builder acknowledges and agrees that Owner intends to file a registration statement with the United States Securities and Exchange Commission ("SEC") and certain state securities commissions, to register its securities under the -23- Securities Act of 1933, as amended. Further, if Owner reaches financial closing, Owner will be required to register and submit various filings under the Securities Exchange Act of 1934, as amended. Pursuant to these registrations, Owner will be required to file a copy of certain agreements it has entered into, including this Agreement, which will become available to the public upon filing. Design-Builder agrees and consents to such filings, and agrees to advise its agents, Subcontractors and their agents and Sub-subcontractors (or cause them to be so advised) of such filings. Notwithstanding the foregoing, Owner agrees to take commercially reasonable efforts to seek confidential treatment for such provisions of this Agreement as Owner and Design-Builder reasonably agree may be entitled to such treatment. Design-Builder acknowledges that confidential treatment may not be available for certain provisions of this Agreement, for transactions between related parties, as defined in the Securities Act of 1933, as amended, or may be denied by the SEC, but Owner shall promptly notify Design-Builder if such confidential treatment is denied or is otherwise not available and shall reasonably cooperate with Design-Builder's own efforts, if any, to seek confidential treatment of such information.
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SEC Registration Statement. Promptly following the execution and delivery of this Agreement, Seller shall prepare and file with the SEC a registration statement registering the Shares in accordance with the Securities Act (the "Registration Statement"). Seller shall take all actions reasonably necessary, including, without limitation, responding timely to SEC comments and requests for additional information, to have the Registration Statement declared effective as of the Closing Date.
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SEC Registration Statement. The Company has made available to the Executive, in the form filed with the SEC and as amended prior to the date hereof, the Form S-1 Registration Statement (Registration No. 333-59371) (the "Registration Statement"). The Registration Statement complies as to form in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") and the rules and regulations thereunder, and did
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SEC Registration Statement. For a holder in the United States to exercise the Warrants, there must be a current registration statement in effect with the SEC and qualification in effect under applicable state securities laws, or applicable exemptions from the federal and state securities laws of the U.S., with respect to the issuance of the Ordinary shares underlying the Warrants. We are filing such a registration statement and are seeking to cause it to become and remain effective. We will not be required to honor the exercise of Warrants if, in our opinion, the sale of Ordinary shares upon exercise of the Warrants would be unlawful. No Rights as Shareholders The holders of Warrants are not entitled, as such, to receive dividends or other distributions, receive notice of any meeting of our shareholders, consent to any action of our shareholders, receive notice of any other shareholder proceedings or to any other rights as shareholders. The holders of Warrants will not be entitled to share in our assets in the event of our liquidation, dissolution or winding up. In the event a bankruptcy or reorganization is commenced by or against us, a bankruptcy court may hold that unexercised Warrants are executory contracts which may be subject to our rejection with approval of the bankruptcy court and the holder of Warrants may, even if sufficient funds are available, receive nothing or a lesser amount as a result of any such bankruptcy case than they would be entitled to if they had exercised their Warrants prior to the commencement of any such case.
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Related to SEC Registration Statement

  • 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.

  • 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.

  • Additional Registration Statement To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company shall file a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective.

  • Additional Registration Statements Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure).

  • 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: