Existing Shelf Registration Statement Clause Samples

The Existing Shelf Registration Statement clause defines the status and applicability of a previously filed shelf registration statement with the relevant securities regulator. This clause typically identifies the specific registration statement that remains effective and available for use, often referencing its filing date or registration number, and clarifies that securities offered under the agreement may be sold pursuant to this statement. Its core practical function is to ensure that the parties can efficiently offer and sell securities without delay, leveraging an already effective registration to streamline compliance and facilitate timely transactions.
Existing Shelf Registration Statement. The Company has $227,499,880 of securities available for issuance under its Registration Statement on Form F-3 (Registration No. 333- 176669), which was declared effective by the SEC on October 13, 2011. Notwithstanding the foregoing, as of the date of this Agreement, the Company’s use of such Registration Statement for primary issuances of equity is restricted to transactions described in General Instruction I.B.5 of Form F-3.
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Existing Shelf Registration Statement. The Company agrees to use its reasonable best efforts to keep the Company’s Registration Statement on Form S-3 (Registration No. 333-206191) (the “Existing Registration Statement”) (or any successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the Existing Registration Statement expires) so long as there are any Registrable Securities outstanding in order to permit the Prospectus forming a part thereof to be lawfully delivered (or available to be delivered but for Rule 172 under the Securities Act) and the Existing Registration Statement useable for resale of the Registrable Securities, subject to Section 5, until the date that is 6 months after the Closing Date (the “Effectiveness Period”).
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Existing Shelf Registration Statement. The Company agrees to use its reasonable best efforts to keep the Company’s Registration Statement on Form S-3 (Registration No. 333-237082) (together with any successor Registration Statement filed with respect to the Registrable Securities, the “Existing Registration Statement”) (or any successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a successor Shelf Registration Statement prior to the time that the Existing Registration Statement or any other Registration Statement registering the Registrable Securities expires) so long as there are any Registrable Securities outstanding in order to permit the Prospectus forming a part thereof to be lawfully delivered (or available to be delivered but for Rule 172 under the Securities Act) and the Existing Registration Statement useable for resale of the Registrable Securities, subject to Section 5 (the “Effectiveness Period”).
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Existing Shelf Registration Statement. The Company shall use its reasonable best efforts to keep the Existing Shelf Registration Statement continuously effective, supplemented, amended and current as required by, subject to the provisions of Section 2(c) hereof, and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the expiration of the Effectiveness Period. Notwithstanding the foregoing, it is understood that pursuant to Rule 415 of the Act, securities cannot be sold pursuant to an automatic shelf registration statement (including the Existing Shelf Registration Statement) not later than three years after the initial effectiveness of the automatic shelf registration statement.
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Related to Existing Shelf Registration Statement

  • Shelf Registration Statement In connection with any Shelf Registration Statement, each of the Issuers and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Issuers and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

  • 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.

  • Initial Shelf Registration The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

  • Subsequent Shelf Registration If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

  • Effectiveness of Automatic Shelf Registration Statement The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement.