Form S-1 Filing Sample Clauses
The Form S-1 Filing clause requires a company to prepare and submit a registration statement with the Securities and Exchange Commission (SEC) before offering securities to the public. This process involves providing detailed information about the company's business operations, financial condition, and management, as well as disclosures about potential risks and the intended use of proceeds from the offering. By mandating this filing, the clause ensures regulatory compliance and transparency, helping to protect investors by making relevant information publicly available before securities are sold.
Form S-1 Filing. TBC Global shall, within one hundred and twenty (120) days of August 6, 2015 (the date TBC Global filed a Form 10), and consistent with the terms of the Registration Rights Agreement attached hereto as Exhibit E, prepare and file with the SEC a Form S-1 registration statement registering (with the number of securities which can actually be registered as limited by the by the policy/rules of the SEC) (x) all PC Common Shares (including the Payment Shares and the Replacement Shares), and all S▇▇▇▇▇ Preferred Shares, PC Preferred Shares and F▇▇▇▇▇▇ Preferred Shares, and all Common Stock of TBC Global into which such shares can be converted, all to the extent the same are being issued under this Agreement, , and (y) such additional shares of stock of TBC Global (including stock to be issued under convertible notes) as may hereafter be reasonably necessary to raise capital required for the operations of TBC Global and its subsidiaries (and if, and to the extent, such funds are loaned by Team AJ or Chasin or their affiliates the same may be provided under a note, including a convertible note, with such terms as may be reasonably agreed upon by TBC Global and the lending party); provided there will be a separate S-8 filed and kept effective with respect to the TBC securities described in Section 11.6 below or Section 3.1(f) and (g) above. TBC Global shall use its best efforts to cause the registration statement to become effective on the earlier of (i) five (5) business days after receiving notice from the SEC that the registration statement may be declared effective, or (b) fifteen (15) days after the effective date, and shall keep the registration statement effective at all times until the earliest of (i) the date that is one year after the completion of the Closing, (ii) the date when all of the registered shares may be sold under Rule 144 without volume limitations, or (iii) the date the registered shares are no longer held by the persons to whom they were first issued (and in the case of Team AJ and Chasin, the date they are no longer held by Team AJ or Chasin, or the parties who may receive such securities pursuant to this Agreement).