Initial Registration. On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Annex A, as the same may be amended in accordance with the provisions of this Agreement. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Initial Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the Registration Statement (or a Subsequent Form S-3, as defined below) continuously effective under the Securities Act until the second year after the Effective Date or such earlier date when all Registrable Securities covered by the Registration Statement cease to be Registrable Securities as determined by the counsel to the Company (the “Effectiveness Period”). Until the Effective Date, the Company shall not file any other registration statements to register the issuance by the Company of any securities, other than registration statements on Form S-8.
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Sources: Registration Rights Agreement (Guided Therapeutics Inc)
Initial Registration. On or prior to the Filing DeadlineBy no later than July 31, 2020, the Company shall prepare and file with the Commission a an Initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, other than such Registrable Securities for an offering that the SNI Holder that is the registered owner thereof has elected to be made on a continuous basis not include in the Initial Registration Statement. The Company shall use its best efforts to qualify and remain qualified to register the offer and sale of the Registrable Securities under the Securities Act pursuant to Rule 415. The a Registration Statement shall be on Form S-1 S-3 or S-3 (except if any successor form thereto; provided, however, in the event that the Company is not then eligible qualified to register for resale the Registrable Securities on use Form S-1 or S-3, the Company shall provide the SNI Holders with an explanation in which case writing as to the reason(s) the Company is not so qualified to the reasonable satisfaction of the SNI Holders’ legal counsel and shall use such other form as is available for such a registration shall be on another appropriate form for such purpose) and reasonably acceptable to the holders of a majority in interest of the Registrable Securities. The Initial Registration Statement shall contain (except if otherwise required pursuant directed by a holder of Registrable Securities to written comments received from be included therein or if not permitted under Commission regulations or not advisable under Commission rules or guidance) the Commission upon a review of such Registration Statement) a “Plan of Distribution” and “Selling Shareholder” sections in substantially in the form forms attached hereto as Annex A, as Exhibit A and Exhibit B hereto (it being understood that the same Company may include in such sections any such additional information not otherwise contained therein that is required to be amended included in accordance with the provisions of this Agreementsuch sections under Commission regulations). The Company shall use its commercially reasonable best efforts to cause have the Initial Registration Statement to be declared effective under by the Securities Act Commission as soon as possible butpracticable, but in any event, no event later than the Initial Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the Registration Statement (or a Subsequent Form S-3, as defined below) continuously effective under the Securities Act until the second year after the Effective Date or such earlier date when all Registrable Securities covered by the Registration Statement cease to be Registrable Securities as determined by the counsel to the Company (the “Effectiveness Period”). Until the Effective Date, the Company shall not file any other registration statements to register the issuance by the Company of any securities, other than registration statements on Form S-8.
Appears in 1 contract
Initial Registration. On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or S-3, S-3 in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Annex A, as the same may be amended in accordance with the provisions of this Agreement. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible practicable but, in any event, no later than the Initial Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the Registration Statement (or a Subsequent Form S-3, as defined below) continuously effective under the Securities Act until the second year after earlier of (i) such time as all of the Effective Date Registrable Securities covered by such Registration Statement have been sold or such earlier (ii) the date when all Registrable Securities covered by the Registration Statement cease to be Registrable Securities as determined by the counsel to the Company (the “Effectiveness Period”). Until Notwithstanding the Effective Dateforegoing, the Company shall not file any other registration statements only be required to initially register the issuance by number of Registerable Securities the Company of any securities, other than registration statements Commission allows to be registered on Form S-8the initial Registration Statement.
Appears in 1 contract
Initial Registration. On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or S-3, S-3 in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Annex A, as the same may be amended in accordance with the provisions of this Agreement. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible practicable but, in any event, shall cause the Registration Statement to be declared effective no later than the Initial Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the Registration Statement (or a Subsequent Form S-3Registration Statement, as defined below) continuously effective under the Securities Act until the second year after earlier of (i) such time as all of the Effective Date Registrable Securities covered by such Registration Statement have been sold or such earlier (ii) the date when all Registrable Securities covered by the Registration Statement cease to be Registrable Securities as determined by the counsel to the Company (the “Effectiveness Period”). Until the Effective Date, the Company shall not file any other registration statements to register the issuance by the Company of any securities, other than registration statements on Form S-8.
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