Maintain Effectiveness Clause Samples
The "Maintain Effectiveness" clause ensures that the terms and obligations of an agreement remain valid and enforceable even if certain parts of the contract are challenged or found unenforceable. Typically, this clause operates by specifying that if any provision is deemed invalid, the remainder of the contract will still be in effect, and the parties may agree to modify the problematic section to achieve its intended purpose. Its core practical function is to preserve the overall integrity and enforceability of the contract, preventing the entire agreement from being voided due to isolated issues.
Maintain Effectiveness. The Company will use commercially reasonable efforts to as promptly as reasonably practicable (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period and, subject to the limitations contained in this Agreement, prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities held by the Holders; (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably practicable provide the Holder true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holder as a selling stockholder but not any comments that would result in the disclosure to the Holder of material and non-public information concerning the Company.
Maintain Effectiveness. (a) If any Shelf Registration Statement filed pursuant to Section 2.2.1 is filed on Form F-3 and thereafter the Company becomes ineligible to use Form F-3 for secondary sales, the Company shall promptly notify the Holders of such ineligibility and use its best efforts to file a Shelf Registration Statement on an appropriate form as promptly as practicable to replace the Shelf Registration Statement on Form F-3 and have such replacement Shelf Registration Statement declared effective as soon as reasonably practicable following the filing thereof with the Commission. If the Company once again becomes eligible to use Form F-3, the Company shall use its commercially reasonable efforts to convert the replacement Shelf Registration Statement to a Form F-3 as soon as practicable after the Company is eligible to use Form F-3. Any Registration Statement filed with the Commission shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement, and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, Holders.
(b) Notwithstanding the registration obligations set forth in this Section 2.2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”) on Form F-3 (or another available form); provided, that prior to filing such amendment or New Registration Statement, the Company shall use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrab...
Maintain Effectiveness. The Company shall maintain the Initial Registration Statement in accordance with the terms hereof and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep the Initial Registration Statement continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities; provided, that during any Suspension Period, the Company may delay the filing of such amendments until five business days after the conclusion of the Suspension Period. In the event the Company files the Initial Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert the Initial Registration Statement (and any Subsequent Shelf Registration) to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. In the event that the Initial Registration Statement is no longer available for the registration of securities, the Company shall, as soon as practicable, file and cause to become effective a new Shelf Registration Statement to replace the Initial Registration Statement.
Maintain Effectiveness. The Company will use its reasonable best efforts to maintain an effective registration statement effective under the Securities Act until the earliest of (i) the date all the shares of Common Stock have been sold under the registration statement, (ii) the date that all of the shares of Common Stock have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such shares not bearing a restrictive legend, and (iii) the date that all of the shares of Common Stock may be sold without any time, volume or manner of limitations pursuant to Rule 144(k) or similar provision then in effect under the Securities Act in the opinion of counsel of the Company.
Maintain Effectiveness. Promptly prepare and file with the Commission such amendments to the registration statement as may be necessary to keep such registration statement effective for a period of (i) five (5) years for any such registration statement filed pursuant to Section 1 hereof and (ii) until the completion of the offering with respect to a registration statement filed pursuant to Section 2 hereof, or in either instance such shorter period which will terminate when all Registrable Shares covered by such registration statement have been sold.