Resale Shelf Registration. Subject to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks after the consummation date of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effec...
Resale Shelf Registration. 2.1.1 The Company shall (a) use its reasonable efforts to file within forty five (45) days following the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect), and (b) subject to the other provisions of this Agreement, keep such Form F-1 Shelf effective and available for use in compliance with the provisions of the Securities Act until such time as a Form F-3 Shelf is declared effective pursuant to subsection 2.1.3.
Resale Shelf Registration. (a) The Company shall, at its cost, use its commercially reasonable efforts to file as promptly as practicable (but in no event more than 150 days after the Closing Date (as defined in the Purchase Agreement)) with the Securities and Exchange Commission (the "COMMISSION") and thereafter shall use commercially reasonable efforts to cause to be declared effective a registration statement (the "SHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the "SECURITIES ACT"), within 220 days of the Closing Date, relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 8(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder (other than the Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
Resale Shelf Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (which shall be on Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, on Form S-3) covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act (or file and keep continuously effective one or more replacement Registration Statements to register all Registrable Securities) until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144 or Section 4(a)(1) of the Securities Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424 with respect to each Registration Statement.
Resale Shelf Registration. (a) Within ninety (90) days following the date of this Agreement, the Company shall (i) file with the SEC a Shelf Registration Statement on Form F-3 (such Shelf Registration Statement shall be an ASRS to the extent that the Company is then ASR Eligible and, if the Company is not then eligible to register the resale of the Registrable Securities on Form F-3, such registration shall be on another appropriate form) or (ii) prepare an amendment to an existing and effective Registration Statement (the “Transaction Shelf Registration Statement”), in each case, with respect to the registration under the Securities Act of the resale of all of the Registrable Securities, in each case, which shall include a prospectus with a plan of distribution approved in advance by the Investors and shall be sufficient to permit the resale of all Registrable Securities pursuant to the Investor’s intended method of disposition (including the resale of Registrable Securities into an existing trading market at other than a fixed price as permitted by Rule 415(a)(4); provided that, in the event the SEC does not permit such number of Registrable Securities to be registered under the Transaction Shelf Registration Statement, the number of Registrable Securities that shall be registered under the Transaction Shelf Registration Statement shall be the maximum number of Registrable Securities permitted by the SEC. Notwithstanding any other provision of this Agreement if the SEC sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement, unless otherwise directed in writing by an Investor as to its Registrable Securities, the Company shall first reduce or eliminate any securities to be included other than Registrable Securities. In the event of a cutback hereunder, the Company shall give each Investor at least five
Resale Shelf Registration. Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4 Supplements and Amendments 2 Section 1.5 Subsequent Holder Notice 2 Section 1.6 Underwritten Offering 3 Section 1.7 Take-Down Notice 4 Section 1.8 Piggyback Registration 4 ARTICLE II ADDITIONAL PROVISIONS REGARDING REGISTRATION RIGHTS Section 2.1 Registration Procedures 5 Section 2.2 Suspension 9 Section 2.3 Expenses of Registration 10 Section 2.4 Information by Holders 10 Section 2.5 Rule 144 11 Section 2.6 Purchasers Holdback Agreement 11 ARTICLE III INDEMNIFICATION Section 3.1 Indemnification by Company 12 Section 3.2 Indemnification by Holders 13 Section 3.3 Notification 13 Section 3.4 Contribution 14 ARTICLE IV
Resale Shelf Registration. 2.1.1 The Company shall use its reasonable best efforts to (a) file within 60 days following the Closing, and use reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) covering the resale of (i) all the Registrable Securities held by the Holders other than Significant Holders (determined as of two Business Days prior to such filing) unless as otherwise notified in writing by such Holder to the Company at least five Business Days prior to such filing; and (ii) all or part of the Registrable Securities held by the Significant Holders, as shall be notified in writing by the relevant Significant Holder to the Company at least five Business Days prior to such filing, on a delayed or continuous basis, and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof, and (b) keep such Form F-1 Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as a Form F-3 Shelf is declared effective pursuant to Section 2.1.3.
Resale Shelf Registration. Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4 Supplements and Amendments 2 Section 1.5 Subsequent Holder Notice 3 Section 1.6 Shelf Take-Downs 3 Section 1.7 Piggyback Registration 4
Resale Shelf Registration. 2.1.1 PubCo shall use its reasonable best efforts to (a) file within thirty (30) days following the Acquisition Closing, and use reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and (b) keep such Form F-1 Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until the earliest of such time as (i) a Form F-3 Shelf is declared effective pursuant to Section 2.1.3, or (ii) all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or supplement to the Prospectus forming part of such Registration Statement or (iii) if only Registrable Securities have not been so disposed of as set forth in Section 2.1.1(b)(ii) such securities have ceased to be Registrable Securities.
Resale Shelf Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Annex, the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Annex (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424.
