Registration of Registrable Securities Clause Samples
The "Registration of Registrable Securities" clause establishes the obligation of a company to register certain securities, typically held by investors, with the appropriate regulatory authorities to enable their public resale. In practice, this clause outlines the process by which investors can request the company to file registration statements, specifies the types of securities covered, and may detail the timing and conditions under which registration must occur. Its core function is to provide liquidity for investors by ensuring they have a clear mechanism to sell their securities in the public market, thereby addressing the problem of restricted transferability in private placements.
Registration of Registrable Securities. The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.
Registration of Registrable Securities. Within nine (9) months after the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a max...
Registration of Registrable Securities. Within twenty one (21) days of the date hereof, the Company shall prepare and file a registration statement to effect the registration under the Securities Act of all, but not less than all, of the Registrable Securities which relate (or, because of the indeterminable number thereof, which could reasonably be deemed to relate) to the Securities; all to the extent requisite to permit the public disposition of such Registrable Securities so to be registered. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the "Registration Statement") to be declared effective by the Commission upon the earlier to occur of (i) 111 days after the date hereof, (ii) 90 days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days after receipt of a "no review" or similar letter from the Commission (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Notes, issuance of the Equity Shares, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to such separate registration statement as if it were an amendment to the Registration Statement.
Registration of Registrable Securities. The Company shall prepare and file within forty-five (45) days following the Closing Date (the “Filing Date”) a registration statement (including any separate registration statement substituted therefor with the consent of Investor, the “Registration Statement”) covering the resale of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier of (i) 120 days following the Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to be declared effective (the “Required Effectiveness Date”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Preferred Stock and Warrants issued to the Investor pursuant to the Preferred Stock Purchase Agreement or this Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.
(d) Section 2.8 is deleted in its entirety and replaced with the following:
Registration of Registrable Securities. On or before the later of (i) August 15, 2001 or (ii) the thirtieth business day after the date American Bio Medica issues Common Shares and Common Stock Warrants, the Company will use its best efforts to cause a Registration Statement to be filed with the SEC covering the Registrable Securities. The Company shall also use its commercially reasonable efforts to cause such Registration Statement to become effective within 45 days after such filing (or 90 days if reviewed by the Staff of the SEC) and, subject to the provisions of Section 2 hereof, remain effective until two years after the last date Common Shares and Common Stock Warrants are issued to such Shareholders pursuant to the Subscription Agreements.
Registration of Registrable Securities. (a) The Trust shall prepare and file with the SEC, and use its commercially reasonable efforts to cause to become effective, as soon as reasonably practicable following the First Closing Date, a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement as is then available to effect a registration of all of the Registrable Securities to be so registered) covering the resale of all of the Shares issuable in connection with the redemption of the Initial Applicable Units issued on the First Closing Date.
(b) In the event that any Additional Applicable Units are issued by the Operating Partnership pursuant to the Call-Put Agreement, then the Trust shall prepare and file with the SEC, and use its commercially reasonable efforts to cause to become effective, within six months following the Second Closing Date, a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement as is then available to effect a registration of all of the Registrable Securities to be so registered) covering the resale of all of the Shares issuable in connection with the redemption of the Additional Applicable Units issued on the Second Closing Date.
(c) Notwithstanding the foregoing provisions of this Section 2.1, but subject to Section 2.7(b), in the event that the Trust is required to prepare and file a registration statement covering Registrable Securities pursuant to paragraph (a) or (b) above, the Trust shall have the right, upon written notice to the Holders, to defer the filing or effectiveness of such registration statement for up to 90 days (the number of days of any such deferral being hereinafter referred to as the "Registration Deferral Period") if (i) the Trust is, at such time, working on an underwritten public offering of its securities for the account of the Trust and is advised by its managing underwriter that such offering would in its opinion be materially adversely affected by such a filing; or (ii) the Trust determines reasonably and in good faith that the filing or effectiveness of such a registration statement, or the offering of Registrable Securities pursuant thereto, would require the disclosure of material non-public information, the disclosure of which at such time could reasonably be expected to have a material adverse effect on the business or affairs of the Trust or a material adverse effect on any proposal or plan by the Trust or any of its subsidi...
Registration of Registrable Securities. Subject to Sections 2.1.3 and 2.1.6, within 180 days after the date hereof the Trust shall prepare and file with the Commission a "shelf" registration statement under the Securities Act covering the offer and sale of the Registrable Securities by the Investor in an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act.
Registration of Registrable Securities. The shares underlying the warrants shall be entitled to be registered pursuant to any registration statement filed by the Company, except for registrations filed on Form S-4 or Form S-8. Registration costs shall be borne by the Company.
Registration of Registrable Securities. 2 (B) REGISTRATION STATEMENT FORM............................................................2 (C) EXPENSES...............................................................................2 (D)
Registration of Registrable Securities. The Company shall prepare --------------------------------------- and file within 60 days following the date hereof (the "Filing Date") a registration statement (the "Registration Statement") covering the resale of the Registrable Securities. As used herein, "Registration Statement" means a registration statement filed by the Company on Form S-1, SB-2, or S-3, or some other similar form pursuant to the ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ster the resale of the Shares. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the earlier of: