Filing; Effectiveness Clause Samples
Filing; Effectiveness. If on any one occasion, one or more Holders holding Registrable Securities shall notify the Company in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, the Company will notify all of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicable, but not later than 120 days after receipt from the Company of such notification, prepare and file a registration statement with the Commission under the Securities Act on Form S-3 (the "Resale Registration Statement"), or on such other form as may be available and for which the Company is eligible, in the event it is not eligible to use Form S-3, covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use its best efforts (i) to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders no longer hold any Registrable Securities registered under the Resale Registration Statement, (y) the second anniversary of the Closing Date, or (z) the date on which the Shares subject to one or more Registration Statements could be sold pursuant to Rule 144(k). In the event the Company does not file the registration statement within 120 days after receipt of the notice referred to above, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing Date. The Company shall not be required to cause a registration statement requested pursuant to this Section 4(b) to become effective prior to 90 days following the effective date of a registration statement initiated by the Company if any managing underwriter named in such registration statement has advised the Company in writing that the registration or sale of additional securities by Stockholders of the Company within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that the Company shall use its...
Filing; Effectiveness. If, at any time after the one-year anniversary of the Closing Date, the Company receives a written demand from the Holders of the Required Demand Amount of the Registrable Securities, the Company shall prepare and file with the Commission a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering to be made on a continuous or extended basis pursuant to Rule 415 under the Securities Act (or such successor rule or similar provision then in effect) covering all of the Registrable Securities. The Company shall use its commercially reasonable efforts to have the shelf registration filed within 60 days after the demand is made (the "Target Filing Date") and to have the Shelf Registration Statement declared effective within 60 days after the filing is made (the "Target Effective Date") and to keep such Shelf Registration continuously effective for the period beginning on such date and ending on the earlier of (i) the date on which the Holders no longer hold any Registrable Securities and (ii) the first date on which all of the Holders would be entitled to transfer Shares pursuant to Rule 144(k) under the Securities Act.
Filing; Effectiveness. (i) As soon as practicable, but in no event more than 45 days after the date of this Agreement, the Company shall prepare and file with the Commission a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering by Sellers to be made on a continuous or extended basis pursuant to Rule 415 under the Securities Act, or such successor rule or similar provision then in effect ("Rule 415"), covering all of the Registrable Securities issuable at the Closing Date.
(ii) As soon as practicable, but in no event more than 45 days after the Approval Date or the date of a Dividend paid in Common Stock, the Company shall prepare and file with the Commission a shelf registration statment (a "Subsequent Shelf Registration Statement" and, together with the Shelf Registration Statement, the "Registration Statements") on the appropriate form for an offering by the Sellers to be made on a continuous or extended basis pursuant to Rule 415 covering all of the Registrable Securities issued upon conversion of the Series A Stock or payment of such Dividend, as the case may be.
(iii) The Company shall use its commercially reasonable best efforts to have the Registration Statements declared effective within 90 days after their respective filings are made and to keep such Registration Statements continuously effective for the period beginning on such date and ending on the earlier of (A) the date on which the Holders no longer hold any Registrable Securities and (ii) the date that is two years after the effective date of the respective Registration Statement.
Filing; Effectiveness. Prior to (i) the thirtieth (30th) day following the determination that the Company is unable to cause the Primary Shelf Registration Statement to be declared effective by the Commission or to keep such Primary Shelf Registration Statement (or successor Primary Shelf Registration Statements) effective until such time as all of the Stock Rights have been terminated and the Holders have no further right to receive any shares of Common Stock and/or Preferred Stock under the terms of any of the Stock Rights, or (ii) the tenth (10th) day following the Company's issuance of any shares of Common Stock or Preferred Stock pursuant to the Stock Rights in a transaction not covered by a Primary Shelf Registration Statement or a determination that a Holder is an Affiliate of the Company (but in no event earlier than the fourteenth (14th) day preceding the first anniversary of the date of the Stock Purchase Option Agreement) (each, a "RESALE REQUIRED FILING DATE") the Company shall prepare and file with the Commission a "resale shelf" registration statement (the "RESALE SHELF REGISTRATION STATEMENT") on the appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision then in effect) covering the resale by the Holders of the Registrable Securities. It is the parties' intent that pursuant to this Section 3(a) the Holders of the Securities shall at all times until the expiration of the Target Effective Period, subject to the Suspension Events, have in effect a Registration Statement covering resales of any Registrable Securities held by the Holders if and to the extent the resale of any such Registrable Securities would be limited by the volume limitations under Rule 144 or otherwise. The initial Resale Shelf Registration Statement prepared pursuant hereto shall register for resale by the Holders a good faith estimate of the maximum number of Registrable Securities that may from time to time be issuable pursuant to any of the Stock Rights, which shall not be less than at least (i) that number of shares of Common Stock equal to the product of (x) three (3) and (y) the quotient obtained by dividing (A) $50,000,000 by (B) the Option Exercise Price; and (ii) that number of shares of Preferred Stock determined by dividing (x) the number of shares of Common Stock being registered pursuant to clause (i) of this sentence, by (y) the Conversion Multiple. The Company shall use commercially ...
Filing; Effectiveness. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. is hereby designated as an “authorized person” of the Company within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware, which filing is hereby ratified and approved. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” of the Company ceased, and the Managing Member (as defined in Section 3.1.1) and each Officer (as defined in Section 3.1.3) thereupon became a designated “authorized person” of the Company and shall continue as the designated “authorized person” of the Company within the meaning of the Act. The Managing Member or any Officer, as an “authorized person” of the Company within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Delaware. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation of the company with the Office of the Delaware Secretary of State on May 4, 2017.
Filing; Effectiveness. The Company shall:
(i) use best efforts to file no later than 60 days following the date of this Agreement an “evergreen” shelf registration statement on Form S-3 (the “Shelf Registration”) pursuant to Rule 415 under the United States Securities Act of 1933, as amended (the “Securities Act”), providing for an offering to be made on a continuous basis of the Taurus Registrable Securities and the New Investor Registrable Securities;
(ii) use commercially reasonable efforts to cause the Shelf Registration to become effective as soon as practicable after such filing;
(iii) subject to Section 1(c), use commercially reasonable efforts to maintain in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act or as reasonably requested by a holder of Taurus Registrable Securities or New Investor Registrable Securities; and
(iv) furnish to the holders of Taurus Registrable Securities and New Investor Registrable Securities copies of any supplement or amendment to such Shelf Registration one business day prior to such supplement, amendment or document being used and/or filed with the United States Securities and Exchange Commission (the “Commission”).
Filing; Effectiveness. As soon as practicable but not later than the sixtieth (60th) day following the date hereof (the "Required Filing Date"), the Company shall prepare and file with the Commission a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision then in effect) covering all of the Registrable Securities. The Company shall use its best efforts to have the Shelf Registration Statement declared effective on or before the Target Effective Date and to keep such Shelf Registration Statement continuously effective for the Target Effective Period. Any Holder of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Shelf Registration Statement at any time prior to the effective date of such Shelf Registration Statement.
Filing; Effectiveness. The Company shall file the Registration Statement on Form F-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form in accordance herewith) under the Securities Act covering the registration of 125% of the Registrable Securities not later than the earlier of (i) 90 days following the closing of the Reverse Transaction and (ii) the six month anniversary of the closing of the transactions (“Financing”) contemplated by the Purchase Agreement (such date shall be referred to as “Filing Date”). The Registration Statement shall contain the “Plan of Distribution” set forth as Exhibit A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold in any manner or may be sold without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”).
Filing; Effectiveness. (i) As soon as practicable, but in no event more than 45 days after the date of this Agreement, the Company shall prepare and file with the Commission a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering by Sellers to be made on a continuous or extended basis pursuant to Rule 415 under the Securities Act, or such successor rule or similar provision then in effect ("Rule 415"), covering all of the Registrable Securities issuable at the Closing Date.
(ii) As soon as practicable, but in no event more than 45 days after the Approval Date or the date of a Dividend paid in Common Stock, the Company shall prepare and file with the Commission a shelf registration statment (a "Subsequent Shelf Registration Statement" and, together with the Shelf Registration Statement, the "Registration
Filing; Effectiveness. As soon as practicable but not later than the Target Filing Date, the Company shall prepare and file with the Commission a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or such successor rule or similar provision then in effect) covering all of the Registrable Shares. The Company shall use its best efforts to have the Shelf Registration Statement declared effective on or before the Target Effective Date and to keep such Shelf Registration Statement continuously effective for the period (the "Target Effective Period") beginning on the Target Effective Date or the date on which such Shelf Registration Statement is declared effective, if later, and ending on the later of the date on which the Holders no longer hold any Registrable Shares or October 31, 2002. The Holders shall be permitted to withdraw all or any part of the Registrable Shares from a Shelf Registration Statement at any time prior to the effective date of such Shelf Registration Statement.