Existing Registration Statement Clause Samples
The "Existing Registration Statement" clause defines and references a registration statement that has already been filed with the relevant securities authority, typically the SEC, prior to the current agreement or transaction. This clause clarifies which specific registration statement is being discussed, often by including its file number or effective date, and may outline how it will be used for registering securities in connection with the agreement. Its core practical function is to ensure all parties are clear about which registration statement is operative, thereby avoiding confusion and facilitating compliance with securities regulations.
Existing Registration Statement. The Corporation shall prepare and file with the Commission such amendments and supplements to the Corporation’s Registration Statement on Form S-1 (Reg. No. 333-175091) and the prospectus used in connection therewith as may be requested by the Holders of a majority of the Registrable Senior Securities and necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Securities covered thereby or (ii) such time as the Registrable Securities registered on such registration statement are included in another registration statement covering the sale of such Registrable Securities, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement.
Existing Registration Statement. The parties hereto acknowledge and agree that, (i) prior to the date hereof, Pubco filed with the Commission a Registration Statement on Form S-1 for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Investors of all of the Registrable Securities held by the Investors (the “Existing Resale Shelf Registration Statement”); and (ii) from and after the consummation of the Exchange (as defined in the Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), between the Company and Deerfield Private Design Fund IV, L.P.), the shares of Common Stock covered by the Existing Resale Shelf Registration Statement shall include the shares of Common Stock (the “Conversion Shares”) issuable upon conversion of the Series B-1 Convertible Preferred Stock of the Company issued to Deerfield Private Design Fund IV, L.P. pursuant to the Exchange Agreement. Without limiting the foregoing or any of Pubco’s obligations under the Registration Rights Agreement, Pubco hereby agrees to take such actions as shall be necessary (including filing supplements to the prospectus included in such Registration Statement) to keep the Existing Resale Shelf Registration Statement continuously effective and available for the resale of all of the Conversion Shares (in addition to all of the other Registrable Securities covered by the Existing Resale Shelf Registration Statement) in accordance with the plan of distribution set forth therein.
Existing Registration Statement. The Existing Registration Statement, pursuant to which the resale of the Debenture Shares by each Investor was registered under the Securities Act, was declared effective by the Commission February 16, 2005 and, to the knowledge of the Company, no stop order is in effect with respect to the Existing Registration Statement and the Existing Registration Statement and prospectus included therein is available for use by the Investors. The Company has filed a listing application with The Nasdaq National Market listing the Debenture Shares.
Existing Registration Statement. The Company’s Registration Statement on Form S-1 (File No. 333-258045) (the “Existing Registration Statement”) is currently effective and no stop order suspending the effectiveness of the Existing Registration Statement has been issued and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission.
Existing Registration Statement. The Company shall use reasonable best efforts to keep the Company’s Registration Statement on Form S-3 (Registration No. 333-269940) (the “Form S-3 Shelf”) (or any Subsequent Shelf Registration filed with respect to the Registrable Securities) continuously effective and usable (including by filing a Subsequent Shelf Registration prior to the time that the Form S-3 Shelf or any other Registration Statement registering the Registrable Securities expires) covering the resale of the Registrable Securities on a delayed or continuous basis for so long as there are any Registrable Securities.
Existing Registration Statement. The Company shall use its best efforts to cause the registration statement on Form SB-2 filed by the Company with the Commission on April 30, 2007, to register certain shares of Common Stock of the Company, to be declared effective by the Commission as soon as possible.
Existing Registration Statement. The Company’s Registration Statement on Form S-3 (File no. 333-237094) filed with the Securities and Exchange Commission on May 11, 2020 (the “Existing Registration Statement”), when it became effective and, as of the date of any amendment or supplement thereto, complied in all material respects with the applicable requirements of the Securities Act, and each of the documents incorporated by reference, as of the date hereof, in the Existing Registration Statement (collectively, the “Incorporated Documents”), as of the date each such Incorporated Document was filed with the Commission, complied in all material respects with the applicable requirements of the Exchange Act.