Filing; Effectiveness. If any Holder shall make a demand of CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC to register all or any portion of his Registrable Securities, CBC shall use reasonable efforts to prepare and file one registration statement on Form S-3 (the "Registration Statement") under the Act covering the resale by such Holder of its Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use reasonable efforts (i) to cause such 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 Holder no longer holds any Registrable Securities registered under the Resale Registration Statement or (y) the third anniversary of the Closing Date, or such lesser time as may be permitted under Rule 144(k) under the Act (or any successor rule thereto) to enable Holder to sell the Registrable Securities without restriction under the Act. CBC shall not be required to cause a Registration Statement requested pursuant to this Section 3.2 to become effective prior to 90 days following the effective date of a registration statement for a publicly underwritten offering of CBC Common Stock initiated by CBC if any managing underwriter named in such registration statement for the publicly underwritten offering has advised CBC in writing that the registration or sale of additional securities by stockholders of CBC within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; PROVIDED, HOWEVER, that CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 3.2 has been made prior to the expiration of such 90-day period. CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on CBC; PROVIDED, HOWEVER, that CBC shall (A) use reasonable efforts to disclose such material transaction...
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.
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. The Company shall:
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. Xxxxxx X. Xxxxxxx, Xx. 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. 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 November 22, 2002. The Holders of Registrable Shares 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.
Filing; Effectiveness. At any time after the time at which the Company shall then be eligible to register securities on Form S-3 (or any successor form) on a continuous basis pursuant to Rule 415 under the Securities Act (or such successor rule or similar provision then in effect) if the Majority Holders shall so request, as soon as practicable but not later than the date that is 30 days following such request, the Company shall prepare and file with the Commission a “shelf” registration statement (the “Shelf Registration Statement”) on Form S-3 or the then 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 securities held by the holders of Registrable Securities (a “Shelf Registration”). The Company shall use its reasonable best efforts to have the Shelf Registration Statement declared effective on or before the date that is 90 days following the date of the Majority Holders’ request and to keep such Shelf Registration Statement continuously effective for a target effective period of the longer of (i) 24 months following the date on which a Shelf Registration Statement is actually declared effective and (ii) three months after the Holder ceases to be an affiliate. Any holder 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. 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 by the Holders 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 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 until each Holder can freely sell, in the open market, all of his, her or its Registrable Securities under an exemption from the registration requirements of the Securities Act. The Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities from a Shelf Registration Statement at any time, but the Company's registration obligations with respect to such withdrawn securities shall then terminate. The Company may, at its option, include other securities of the Company on the Shelf Registration Statement.
