Initial Shelf Registration Statement. The Company shall (and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, 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 Transfer Restricted Securities (the “Initial Shelf Registration Statement”). If applicable law or interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer, the Company shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities 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 Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years from the Closing Date (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfe...
Initial Shelf Registration Statement. Subject to the conditions set forth in this Agreement, the Company shall use reasonable efforts to cause to be filed with the Securities and Exchange Commission (the "SEC"), within thirty (30) days of the Closing Date, a registration statement (the "Initial Shelf Registration Statement") under Rule 415 of the Securities Act relating to the original issuance by the Company of shares of Common Stock in connection with the redemption of Holders' Units, or in the alternative if the registration of such original issuance is not practicable, the sale by Holders of Registrable Shares in the form of the Common Stock to be received in connection with the redemption of Holders' Units, all in accordance with the terms hereof, and shall use reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the SEC. The Company agrees to use reasonable efforts to keep the Initial Shelf Registration Statement continuously effective until the earliest of (i) the date on which the Holders no longer hold any Registrable Shares, or (ii) five (5) years from the Closing Date (the "Initial Shelf Registration Expiration Date") . The time between the date on which the Initial Shelf Registration. Statement first becomes effective and the Initial Shelf Registration Expiration Date is hereinafter referred to as the "Initial Shelf Period."
Initial Shelf Registration Statement. The Company shall promptly prepare and file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Company shall file with the Commission the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for as long as any Notes or Exchange Securities are outstanding and for as long as any Initial Purchaser or any affiliate (within the meaning of the Securities Act) thereof is required to deliver a prospectus in connection with sales of Notes or Exchange Securities (such period, the "Effectiveness Period").
Initial Shelf Registration Statement. As soon as practicable after Pzena Inc. becomes eligible to file a Form S-3 Registration Statement under the Securities Act, Pzena Inc. shall use its best efforts to file with the SEC a Form S-3 Registration Statement providing for an offering of all Registrable Securities then eligible to be Transferred pursuant to Section 2.1(a)(i) hereof (i) on the date(s) and in accordance with the method(s) of distribution designated by Pzena Inc. pursuant to Section 2.1(a)(i) hereof, or (ii) if Pzena Inc. does not designate any such date or method of distribution, on the date(s) and in accordance with the method(s) of distribution proposed by the Holders. Pzena shall use its best efforts to cause the SEC to declare such Form S-3 Registration Statement effective by such date(s). Pzena Inc. shall use its best efforts to keep such Form S-3 Registration Statement continuously effective until the earlier of (i) two years after such Form S-3 Registration Statement has been declared effective; and (ii) the date on which all Registrable Securities included in such Form S-3 Registration Statement have been sold in accordance with the plan and method of distribution disclosed in the prospectus included in such Form S-3 Registration Statement, or otherwise.
Initial Shelf Registration Statement. As soon as practicable after M&N becomes eligible to file a Form S-3 Registration Statement under the Securities Act, M&N shall use its reasonable best efforts to file with the SEC a Form S-3 Registration Statement providing for an offering of all Registrable Securities then issued upon Exchange and in accordance with the method(s) of distribution proposed by the Holders. M&N shall use its reasonable best efforts to cause the SEC to declare such Form S-3 Registration Statement effective as soon as practicable thereafter. M&N shall use its reasonable best efforts to keep such Form S-3 Registration Statement continuously effective until the earlier of (i) two years after such Form S-3 Registration Statement has been declared effective and (ii) the date on which all Registrable Securities included in such Form S-3 Registration Statement have been sold in accordance with the plan and method of distribution disclosed in the prospectus included in such Form S-3 Registration Statement, or otherwise.
Initial Shelf Registration Statement. Parent shall, on the terms and conditions hereinafter provided, cause to be filed a Shelf Registration Statement, covering the resale of all the Initial Parent Shares, the Escrow Account Shares and the maximum number of Earn-Out Parent Shares that may be issued pursuant to the Acquisition Agreement (the “Initial Shelf Registration Statement”), no later than the date which is 60 days after the date hereof (the “Filing Deadline”), and thereafter proceed to use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission no later than 45 days after the date of filing.
Initial Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.
Initial Shelf Registration Statement. If at any time a Shelf Filing Event shall occur, then the Issuers shall as promptly as practicable (but in no event later than 30 days after the notice of the occurrence of the Shelf Filing Event) and at their sole expense 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 Registrable Notes (the “Initial Shelf Registration Statement”). The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration Statement. Each Issuer shall use its reasonable best efforts:
Initial Shelf Registration Statement. By the later of (i) 90 days after the Effective Date or (ii) 30 days after the Form 10 is declared to be effective by the Commission, the Company shall file with the Commission a registration statement (the “Initial Shelf Registration Statement”) relating to the offer and sale of Registrable Securities by the Holders to the public, from time to time, on a delayed or continuous basis (but not involving any underwritten offering). Except as otherwise provided herein, the Company shall use its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter, and (ii) keep the Initial Shelf Registration Statement continuously effective and, except as otherwise expressly permitted herein in Section 4, not to suspend use of the prospectus included therein in order to permit the prospectus included therein to be usable by the Holders until the earliest to occur of the following: (A) there are no longer any Registrable Securities, (B) until the Company has filed a Short-Form Registration or an Automatic Shelf Registration registering all of the Registrable Securities, and such registration statement has been declared effective, or (C) the expiration of the Required Period.
Initial Shelf Registration Statement. (a) The Company shall prepare and file an initial Shelf Registration Statement (the “Initial Shelf Registration Statement”) under the Securities Act covering all Registrable Securities no later than August 16, 2021 (the “Filing Deadline”) and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to become effective on or as soon as practicable after its filing but no later than December 15, 2021 (the “Effectiveness Deadline”). As soon as practicable following the date that the Initial Shelf Registration Statement becomes effective, but in any event no later than one Business Day after such date, the Company shall provide the Holders with a copy of the notice of effectiveness of such Initial Shelf Registration Statement filed by the Commission.
