Second Registration Statement Sample Clauses

Second Registration Statement. Promptly after the First Registration Statement has been declared effective by the Securities and Exchange Commission, the Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC the Registration Statement on Form S-1 or Form S-3 covering the resale of the Warrant Shares and the balance of the Required Registration Amount, if any. In the event that Form S-1 or Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d).
View SourceView Similar (3)
Second Registration Statement. Subject to the consummation of the Third Closing (as defined in the Purchase Agreement), on or prior to 15 days following the Third Closing Date (as defined in the Purchase Agreement) (the “Second Filing Deadline” and together with the First Filing Deadline, as applicable, the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Third Closing Securities) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Second Shelf Registration Statement” and together with the First Shelf Registration Statement, as applicable, a “Shelf Registration Statement”)). Such Second Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Third Closing Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Second Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Third Closing Securities to be registered on the Second Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Third Closing Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Second Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Second Shelf Registration Statement and file a new registration statement (a “Second New Registration Statement” and together with the First New Registration Statement, as applicable, a “New Registration Statement”)), in either case covering the maximum number of Registrable Third Closing Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Third Closing Securities as a secondary offering; provided, however, that prior to filing such amendment or Second New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of al...
View SourceView Similar (2)
Second Registration Statement. On or before twelve (12) business days after the date of the Second Closing (if any), the Company shall use all commercial efforts to prepare and file a Registration Statement on Form S-3 (or, if Form S-3 is not available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities issued or issuable pursuant to such Second Closing, subject to the consent of Purchaser, which consent will not be unreasonably withheld) as a "shelf" registration statement under Rule 415 covering the resale of at least the number of shares of Registrable Securities consisting of (i) the Funded Shares issued pursuant to such Second Closing and (ii) the Warrant Shares issuable upon exercise in full of the Warrant issued pursuant to such Second Closing. The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect exercise of such Warrant in full to prevent dilution resulting from stock splits, stock dividends or similar events.
View Source
Second Registration Statement. The Company shall: (a) as soon as reasonably practicable, but in no event later than 10 business days (such date, the “Second Filing Deadline”) following the later of (i) the date on which the Company obtains the Contingent Warrant Approval and stockholder approval of the Proposed Charter Amendment, and (ii) the earlier of (A) the six month anniversary of the Closing Date or (B) a date on which the aggregate market value of the Common Stock held by non-affiliates of the Company is $75 million or more (and if such stockholder approval occurs after such date, the aggregate market value of the Common Stock held by non-affiliates of the Company has been $75 million or more at a date within 45 days prior to such stockholder approval) (the “Second RS Trigger”), prepare and file with the Commission the Registration Statement on Form S-3 (the “Second Registration Statement” and together with the First Registration Statement, the “Registration Statements”) relating to the resale of the Contingent Exercise Shares by the Purchaser and the Other Purchasers from time to time on The New York Stock Exchange, or the facilities of any national securities exchange on which the Common Stock is then traded or in privately-negotiated transactions; (b) use its reasonable best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Second Registration Statement effective by the earlier of (i) 5 business days after the Commission has advised the Company that the Second Registration Statement has not been selected for review by the Commission, (ii) 5 business days after the Commission has advised the Company the Commission has no more comments with respect to the Second Registration Statement or (iii) 90 days after the Second RS Trigger (each of (i), (ii) and (iii), the “Second RS Effective Deadline”); (c) by 9:30 a.m., New York City time, on the second business day following the date the Second Registration Statement is declared effective by the Commission, file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Second Registration Statement; (d) promptly prepare and file with the Commission such amendments and supplements to the Second Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Second Registration Statement effective until the earlier of (i) the date as of which the Inv...
View Source
Second Registration Statement. If the Put Option Closing occurs, ----------------------------- on or before the Second Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement on Form S-3 as a "shelf" registration statement under Rule 415 covering the resale of a number of shares of Registrable Securities equal to one hundred fifty percent (150%) of the number of shares of Common Stock issuable on the Put Option Closing Date pursuant to the conversion of all then outstanding Preferred Shares and the exercise of all then outstanding Warrants (such number to be determined using the Conversion Price or Exercise Price, as applicable, in effect on such dates and without regard to any restriction on the ability of any Holder to convert such Holder's Preferred Shares or exercise such Holder's Warrant as of such date). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Preferred Shares and exercise of the Warrants in order to prevent dilution resulting from stock splits, stock dividends or similar events.
View Source
Second Registration Statement. Within thirty (30) days after the effectiveness of the First Registration Statement, either (i) Holders, in the aggregate, of greater than 50% of the Registrable Securities not included in the First Registration Statement or (ii) any of the Holders of the Shell Shares may give to the Company a written request (a “Demand”) for the registration of their Registrable Securities that were not included in the First Registration Statement. All other Holders of Registrable Securities shall be given prompt written notice of such Demand and be given the opportunity to include their Registrable Securities, along with those persons making the demand, in a second Registration Statement (the “Second Registration Statement”). The Company shall use its best efforts to file the Second Registration Statement with respect to such Registrable Securities no fewer than 30 days and no more than 45 days following such written Demand, and to cause such Second Registration Statement to be declared effective by the SEC no more than 120 days (or 150 days, in the SEC elects to review such Registration Statement), following such written Demand The Second Registration Statement shall include for registration all remaining Registrable Securities of the Holders who participate in such Demand, including the registration of additional shares of Common Stock that may be issued to such Holders in the future as a result of the payment of dividends or other distributions in Common Stock, with respect to their Registrable Securities or any adjustments made in the number of shares of Common Stock issuable to such Holders with respect to their Registrable Securities.
View Source
Second Registration Statement. In the event that the SEC has limited the number of shares that may be registered pursuant to Rule 415 under the First Registration Statement, the Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC the Registration Statement on Form S-1 or Form S-3 covering the resale of the balance of the Required Registration Amount. In the event that Form S-1 or Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Investors.
View Source
Second Registration Statement. The Second Registration Statement shall have been declared effective under the Securities Act by the Commission no later than the 150th day following the date the Company shall have delivered to Purchaser its notice of election under Section 2.4(a), and shall have remained effective (and the prospectus therein shall have remained available for use by the Purchaser to resell Additional Shares and Underlying Shares issuable upon conversion of the Additional Debentures thereunder) at all times, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time prior to the Additional Closing Date. The Company shall notify the Purchaser in writing at such time as the Commission shall communicate to the Company that the Second Registration Statement may go effective.
View Source

Related to Second 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.

  • 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.

  • 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 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).

  • Resale Registration Statement (a) Parent shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), a Registration Statement for an offering to be made on a continuous basis, pursuant to Rule 415 of the Securities Act or any successor thereto, registering the resale from time to time by CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 named as “selling shareholders” therein (collectively, the “Holders”) of all of the CBA Closing Consideration and Pubco Shareholder Issuance, and all shares of Parent Class A Common Stock acquired by the CBA Member, its Affiliates (as defined in the Stockholder Agreement), such Affiliates of Parent set forth on Schedule 7.4(a), and any other Person who executes an Additional Purchase Subscription Agreement pursuant to Section 7.9 (the “Resale Shelf Registration Statement” and any CBA Closing Consideration or Pubco Shareholder Issuance so registered, the “Registrable Shares”). The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by Parent at such time, on Form S-1 or another appropriate form permitting Registration of such CBA Closing Consideration and Pubco Shareholder Issuance for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter Parent becomes eligible to use Form S-3 for secondary sales, Parent shall use commercially reasonable efforts to cause such Resale Shelf Registration Statement to be amended by post-effective amendment as promptly as practicable, such that the Resale Shelf Registration Statement shall be on Form S-3. Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing but no later than the earlier of (i) 180 days following the Closing Date and (ii) the tenth (10th) Business Day after the date Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review and shall provide prompt notice to the Holders of such effectiveness; provided, however, that Parent’s obligations to include the Registrable Shares held by the Holders in the Resale Shelf Registration Statement are contingent upon the Holders timely furnishing in writing to Parent such information regarding the Holders, the securities of Parent to be held by the Holders and the intended method of disposition of the Registrable Shares as shall be reasonably requested by the Parent to effect the registration of the Registrable Shares, and the Holders shall execute such documents in connection with such registration as Parent may reasonably request that are customary of a selling stockholder in similar situations. (b) CBA Member agrees to comply with all applicable federal and state securities Laws in connection with the resale of Registrable Shares pursuant to the Resale Shelf Registration Statement. Parent shall notify CBA Member promptly upon discovery that the Resale Shelf Registration Statement or any supplement to any prospectus forming a part of the Resale Shelf Registration Statement contains a Material Misstatement and shall use commercially reasonable efforts to supplement or amend such prospectus as promptly as practicable so that such prospectus will not contain such Material Misstatement and shall provide a copy of such supplemented or amended prospectus to CBA Member as promptly as practicable, but no later than one (1) Business Day following the filing thereof with the SEC. Upon being notified by Parent of any Material Misstatement, CBA Member shall refrain from selling any Registrable Shares pursuant to the Resale Shelf Registration Statement until such holder receives from Parent copies of a supplemented or amended prospectus prepared and filed by Parent, or until Parent notifies such holders in writing that the then current prospectus may be used. (c) Following declaration of the effectiveness of the Resale Shelf Registration Statement, Parent shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective until such time as all Registrable Shares covered by such Resale Shelf Registration Statement (i) have been sold (whether pursuant to such Resale Shelf Registration Statement or otherwise) or (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions (such period, the “Registration Period”). (d) From the date of this Agreement until the end of the Registration Period, Parent shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, and file with the SEC in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act.