Parent Registration Statement Clause Samples

Parent Registration Statement. The Parent Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.

Parent Registration Statement. (a) As promptly as practicable following the date of this Agreement Parent shall prepare and, not later than ten (10) Business Days after receiving from the Company all information relating to the Company reasonably necessary to prepare the Parent Registration Statement, Parent will file with the SEC the Parent Registration Statement relating to the registration of the shares of HoldCo Common Stock to be issued to the stockholders of Parent and the Company. The Registration Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and other applicable Laws. The Company shall provide to Parent all information, including certificates or other statements, concerning the Company as may be reasonably requested by Parent in connection with the Parent Registration Statement and shall otherwise assist and cooperate with Parent in the preparation of the Parent Registration Statement and resolution of any comments referred to below; provided, that Parent shall (x) provide the Company with a reasonable opportunity to review and comment on any drafts of the Parent Registration Statement and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. (b) Parent agrees that none of the information to be included or incorporated by reference in the Parent Registration Statement will, at the date it is first mailed to the shareholders of Parent or at the time of the Parent Shareholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of the Company or any Affiliate of the Company in connection with the preparation of the Parent Registration Statement for inclusion or incorporation by reference therein. The Company hereby covenants and agrees that none of the information to be supplied by or on behalf of the Company or any Affiliate thereof for inclusion or incorporation by reference in the Parent Registration Statement shall, at the date it is first mailed to the s...

Parent Registration Statement. Parent shall prepare and file with the SEC the Parent Registration Statement (which shall include the Company Proxy Statement). The Parent shall use its reasonable best efforts to: (i) cause the Parent Registration Statement to be declared effective under the Securities Act as promptly as practicable after its filing; (ii) ensure that the Parent Registration Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act; and (iii) keep the Parent Registration Statement effective for so long as necessary to complete the Merger. Parent shall notify the Company promptly of the time when the Parent Registration Statement has become effective or any supplement or amendment to the Parent Registration Statement has been filed, and of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws, and the rules and regulations thereunder in connection with the issuance of Parent Stock in the Merger, and the Company shall furnish to Parent all information concerning the Company as may be reasonably requested in connection with any such actions.

Parent Registration Statement. Section 1.8

Parent Registration Statement. Parent shall file with the SEC an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3ASR or such other form that Parent is then eligible to use if not eligible to use an automatic shelf registration statement (a “Registration Statement”) as soon as reasonably practicable (but in any event no more than 10 days in the event of an automatic shelf registration statement on Form S-3ASR or 30 days in the event of another form) after the Closing Date relating to the offer and sale of Parent Common Stock by any Seller from time to time in accordance with the customary methods of distribution set forth therein. Parent shall use its reasonable best efforts to cause such Registration Statement to become automatically effective under the Securities Act or declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep such Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of Parent Common Stock covered thereby from the date of its initial effectiveness until such time as all shares of Parent Common Stock eligible for such registration have been sold by Sellers or may be sold by Sellers pursuant to Rule 144 under the Securities Act without any current public information or volume or manner of sale limitations. The Company (prior to the Closing) or Sellers’ Representative (after the Closing), as applicable, shall be given a reasonable opportunity to review and comment on any Registration Statement and any amendments or supplements thereto relating to the offer and sale of Parent Common Stock by any Seller before it any such filing is filed with the SEC, and Parent shall consider in good faith any comments from the Company or Sellers’ Representative.

Parent Registration Statement. The pending registration statement (SEC File No. 333-85079) of the Parent shall have been declared effective by the SEC and the Parent and the underwriters named therein shall have closed the purchase and sale of the stock of the Parent registered thereby. (Such transaction is referred to herein as the "Secondary Offering.")