Resale Shelf Registration Rights Sample Clauses

Resale Shelf Registration Rights. 5.1.1. The Company shall prepare and file or cause to be prepared and filed with the Commission, and the Company shall use its reasonable best efforts to have declared effective by the Commission, no later than the 18-month anniversary of the Closing, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the U.S. Securities Act (the “Resale Shelf Registration Statement”) Registering the resale from time to time by the Ma’aden Parties of any Ma’aden shares acquired pursuant to the Subscription Agreement or any subsequent exercise of a Top-up Subscription (the “Registrable Securities”). The Resale Shelf Registration Statement shall be on Form S-3 (“Form S-3”), or if Form S-3 is not then available to the Company for such Registration Statement, on such other form available to Register for resale the Registrable Securities as a secondary offering. Once effective, the Company shall use reasonable best efforts to keep the Resale Shelf Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the U.S. Securities Act at all times for the public resale of all of the Registrable Securities. The Resale Shelf Registration Statement shall contain a Prospectus in such form as to permit any Ma’aden Party to sell such Registrable Securities pursuant to Rule 415 under the U.S. Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement.
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Resale Shelf Registration Rights. The Company shall prepare and file, or cause to be prepared and filed, with the SEC, no later than 5:00 p.m. New York time on February 24, 2023 (the “Filing Deadline”), an amendment or prospectus supplement to the Registration Statement on Form F-3 (Reg. No. 254885) (or such other resale registration statement filed in place thereof in the event the Company ceases to be eligible to use Form F-3) (the “Resale Registration Statement”) or a new resale shelf registration statement (the “Resale Shelf”), in order to permit the Holder to sell the Purchased Shares and the Exchange Shares (together, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) pursuant to the Resale Registration Statement or Resale Shelf (subject to the lock-up restrictions provided in this Agreement), which Resale Registration Statement or Resale Shelf shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, the Holder. The Resale Registration Statement or Resale Shelf shall contain a prospectus naming the Holder as the selling securityholder. The Company shall use its reasonable best efforts to respond to comments received from the SEC to the Resale Registration Statement or Resale Shelf, and amend or supplement such filing, if required, as promptly as practicable, and thereafter, to use its reasonable best efforts to cause such initially filed Resale Registration Statement or Resale Shelf to be declared effective as promptly as practicable by the SEC. The Company shall use its reasonable best efforts to keep the Resale Registration Statement or Resale Shelf, as applicable, effective until the earliest of (i) the date the Registrable Securities (as applicable) are sold or otherwise transferred by the Holder, or (ii) the date when all of the Registrable Securities, as applicable, could be sold pursuant to Rule 144 under the Securities Act by the Subscriber without restriction. All expenses related to the preparation and the filing with the SEC of the Resale Registration Statement or Resale Shelf and maintaining the effectiveness of the Resale Registration Statement or Resale Shelf under the Securities Act shall be borne by the Company. The Holder shall furnish to the Company such information regarding itself and its partners and members and its controlling persons, and the manner of distribution proposed ...
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Resale Shelf Registration Rights. (a) Subject to compliance by Investor with Section 3.4(d), the Company shall prepare and file or cause to be prepared and filed with the SEC, no later than ninety (90) days following the Effective Date, with respect to the First Tranche Registrable Securities, a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investor of all of the First Tranche Registrable Securities (the “Resale Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that the Company files a Form S-1 pursuant to this Section 3.1(a), the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. No filing of such Registration Statement shall be required during any period in which the Company’s ixxxxxx xxxxxxx policy would prohibit executive officers of the Company from trading in the Company’s securities.
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Resale Shelf Registration Rights. (a) Subject to any contractual lock-up applicable to any Holder, promptly following delivery by a Holder of an Exchange Notice pursuant to the Amended and Restated Limited Partnership Agreement, together with a written certification from such Holder, in form and substance reasonably satisfactory to the Company’s legal counsel, certifying to such Holder’s compliance with the factual requirements of Rule 144 under the Securities Act, the Company shall use its reasonable best efforts to (i) cause the Company’s legal counsel to deliver to the transfer agent for the Common Stock an opinion of counsel in such form as the transfer agent deems sufficient to cause any shares of Common Stock issuable pursuant to such Exchange Notice to be issued without legends restricting the transfer of such shares of Common Stock without the registration of such shares of Common Stock under the Securities Act prior to such transfer and (ii) deliver to such Holder shares of Common Stock in book-entry form free of any legend restricting the transfer of such shares of Common Stock without the registration of such shares of Common Stock under the Securities Act prior to such transfer.
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Resale Shelf Registration Rights 
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Related to Resale Shelf Registration Rights

  • 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 effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit Ashford Trust OP to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to Ashford Prime a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

  • Shelf Registration If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

  • Resale Shelf Registration Statement Subject to the other applicable provisions of this Agreement, the Company shall file within ninety (90) days of the date hereof and use its commercially reasonable efforts to cause to go effective as promptly as practicable a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form (including Form S-1) and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”), and if the Company is a WKSI as of the filing date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Resale Shelf Registration Statement is not an Automatic Shelf Registration Statement, then the Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on the Resale Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders, the Resale Shelf Registration Statement shall register the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 1.1, the Company shall continue to its use commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Section 1.1. In such event, the number of shares of Registrable Securities to be registered for each Holder in the Resale Shelf Registration Statement shall be reduced pro rata among all Holders, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for any Holder in such Resale Shelf Registration Statement, the Company shall first remove any shares of Registrable Securities to be registered for any Person other than a Holder that was proposed to be included in such Resale Shelf Registration Statement. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and guidance of the Commission. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a Resale Shelf Registration Statement or a Subsequent Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts” as set forth above or elsewhere in this Agreement.

  • Automatic Shelf Registration Statement The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an automatic shelf registration statement, as defined in Rule 405 under the Securities Act (“Rule 405”) (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for the registration of the offering and sale of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing; and no stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the SEC against the Company or related to the Offering of the Securities. The Company may have filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), a preliminary prospectus supplement relating to the Securities, which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and the Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.

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