PubCo Registration Statement Clause Samples
PubCo Registration Statement. (a) As promptly as practicable following the date of this Agreement (but in no event later than the sixtieth (60th) day following the date of this Agreement so long as PubCo has received all reasonably necessary information from the Company), PubCo 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 PubCo Registration Statement, PubCo will file with the SEC the PubCo Registration Statement relating to the registration of the PubCo Shares to be issued to the stockholders of the Company, including the Proxy Statement contained therein, if any. The PubCo Registration Statement and Proxy Statement, if any, 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 PubCo all information in its possession, including certificates or other statements, concerning the Company as may be reasonably requested by PubCo in connection with the PubCo Registration Statement, and the Proxy Statement, if any, and shall otherwise reasonably assist and cooperate with PubCo in the preparation of the PubCo Registration Statement, the Proxy Statement, if any, and resolution of any comments referred to below; provided, that PubCo shall (i) provide the Company with a reasonable opportunity to review and comment on any drafts of the PubCo Registration Statement, the Proxy Statement, if any, and related correspondence and filings and (ii) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. PubCo shall use its reasonable best efforts to obtain a written opinion, dated as of such date as may be required by the SEC in connection with the filing of the PubCo Registration Statement.
(b) PubCo agrees that none of the information to be included or incorporated by reference in the PubCo Registration Statement, the Proxy Statement, if any, and any pro forma financial statements included therein, will, at the date it is first mailed to the shareholders of PubCo or at the time of the meeting of PubCo shareholders, if any (“PubCo 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 t...
PubCo Registration Statement. Pubco shall no later than 90 days from the Closing Date file a registration statement with the Commission (the "Pubco Registration Statement") pursuant to which all (i) purchasers of Pubco’s securities in the Pubco PIPE Financing and (ii) the shares of Pubco common stock issued or issuable to all Persons who or which are not bound by a Pubco Lock-Up (including shares of Pubco Common Stock issuable upon exercise of MV Nanotech Warrants, Selling Agent Warrants or Pubco Plan Stock Options), will be registered for resale under the Securities Act. Pubco will use its best efforts to cause such Pubco Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than 180 days from the Closing Date. Pubco may in its sole discretion, allow additional shares of Pubco Common Stock to be included in such Pubco Registration Statement.