Registration Statement Filing. The WMLP Parties and TMLP Parties agree to cooperate in the preparation of the Registration Statement (including the Consent Statement/Prospectus contained therein). TMLP shall file with the SEC the Registration Statement as promptly as practicable following the date of this Agreement and in any event within three Business Days following the completion of all historical and pro forma financial statements required to be included in the Registration Statement. The TMLP Parties and the WMLP Parties each shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement, and the WMLP Parties shall promptly thereafter mail the Consent Statement/Prospectus, which shall include a form of consent that may be executed by holders of the WMLP Common Units in connection with the written consent, to the holders of WMLP Common Units. The parties shall also use their reasonable best efforts to satisfy prior to the effective date of the Registration Statement all necessary state securities Law or “blue sky” notice requirements in connection with the Merger and to consummate the GP Merger and other transactions contemplated by this Agreement.
Registration Statement Filing. A registration statement on Form S-3 (File No. 333-47485), as amended by pre-effective amendment no. 1 thereto, in respect of, among other things, the Preferred Securities, the Guarantee and the Subordinated Debentures (collectively, the "Registered Securities") has been filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), and delivered to the Representatives; such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, have been declared effective by the Commission in such form; and no stop order suspending the effec- tiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the knowledge of PSCo and the Trust, threatened by the Commission (any preliminary prospectus included in such registration statement or thereafter filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is referred to herein as a "Preliminary Prospectus"; the various parts of such registration statement, including (i) all exhibits thereto, (ii) if applicable, the information contained in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be a part of the registration statement at the time it was declared effective and (iii) the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of such registration statement became effective, each as amended at the time such part of such registration statement became effective, are referred to herein collectively as the "Registration Statement"; the final prospectus, as supplemented by the related prospectus supplement, in the form first filed with respect to the Preferred Securities pursuant to Rule 424(b) under the Act, is referred to herein collectively as the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and inclu...
Registration Statement Filing. The parties hereto acknowledge that the Lender shall have the registration rights afforded to Lender under Section 10 of the PIPE Subscription Agreement and Lender shall have the registration rights afforded to Lender under Section 12 of the Convertible Note Subscription Agreement and Section 7.4 of the Warrant Agreement (collectively, the “Registration Rights”).
Registration Statement Filing. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-199557) (collectively, with the various parts of such registration statement, each as amended as of the Effective Date (as defined below) for such part, including any Preliminary Prospectus, Issuer Free Writing Prospectus and Final Prospectus (each, as defined below) and all exhibits to such registration statement, the “Initial Registration Statement”) relating to the Shares, under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Commission promulgated thereunder. As used in this Agreement:
Registration Statement Filing. On or before the tenth (10th) Business Day after the Closing Date (or, if later the fifth (5th) Business Day after Purchaser receives the audited financial statements of the Company for the fiscal year ended December 31, 2012 and for the 12 month period then ended (along with the executed report of the Company’s auditors thereon and all necessary consents of the Company’s auditors required for, and in proper form for, filing the Registration Statement with the SEC) (the later of such dates, the “Filing Deadline”), POWR shall prepare and file with the SEC a Registration Statement on Form S-3 (the “Registration Statement”) covering the resale of all POWR Shares to be issued to Stockholders hereunder (the “Registrable Shares”) for an offering to be made on a continuous basis pursuant to Rule 415. POWR shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the 75th day following the Closing Date (the “Effectiveness Deadline”). POWR shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earliest of (i) one year after its effective date, (ii) such time as all of the Registrable Shares covered by such Registration Statement have been publicly sold by the Stockholders, or (iii) such time as all of the Registrable Shares covered by such Registration Statement may be sold by the Stockholders pursuant to Rule 144(d). After the Registration Statement becomes effective, POWR shall timely file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales of the Merger Consideration Shares pursuant to such Registration Statement. Purchaser may include other Purchaser securities in the Registration Statement, provided any such inclusion shall not affect the Filing Date or the Effectiveness Deadline.
Registration Statement Filing. No later than 30 days after, receipt by Patch of (i) the Company's audited financial statements for the fiscal period year ended December 31,2006. Patch shall use its commercially reasonable efforts to prepare and file a registration statement with the SEC to register under the US Securities Act the issuance of the Patch Shares on the exchange of the Exchangeable Shares and shall use its commercially reasonable efforts to cause such registration to become effective as soon as possible.
Registration Statement Filing. Except as set forth on Schedule 3.17 hereto and except for (i) registration statements covering Common Stock issuable in connection with any stock option or employee benefit plans, (ii) registration statements covering Common Stock issued pursuant to acquisitions reasonably related to the Company's business and contemplated by the Company's business model, the Company will not file another registration statement until May 1, 2001, other than the Registration Statement and other registration statements filed pursuant to the Registration Rights Agreement.
Registration Statement Filing. For purposes of this Agreement, “Registration Statement Filing” shall mean the filing by the Company of its first registration statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
Registration Statement Filing. Within ninety (90) days following the closing of the Merger, Noxso shall file a registration statement under the Securities Act, as amended, to register all Noxso Merger Common Stock, the equity securities sold in the Private Placement and the 1,135,000 shares of Noxso's Common Stock outstanding immediately prior to the Merger. Noxso will use its reasonable best efforts to cause such registration statement (the "REGISTRATION STATEMENT") to become effective within ninety (90) days of its filing with the SEC. Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxx and certain other persons owning in the aggregate 760,000 shares of Noxso Common Stock (assuming the purchase by Noxso of 275,000 shares of Noxso Common Stock pursuant to the Purchase Notes), shall agree with Noxso in writing for a period commencing on the date of this Agreement and terminating one (1) year from the date of Closing not to sell any of their Noxso Common Stock except that such persons may sell immediately after the effective date of the Registration Statement (i) twenty (20%) percent of their respective Noxso Common Stock and (ii) such number of additional shares of their Noxso Common Stock as shall equal not more than (a) ten (10%) percent of the weekly trading volume of the Noxso Common Stock for the week prior to the week of any proposed sale (the "PRIOR WEEKLY VOLUME"), if in such prior week 25,000 or less shares of Noxso Common Stock are traded, (b) fifteen (15%) percent of the Prior Weekly Volume if in such prior week 50,000 or less shares of Noxso Common Stock are traded, and (c) twenty (20%) percent of the Prior Weekly Volume if in such prior week 100,000 or less and/or more shares are traded.
Registration Statement Filing. The Company will, as soon as practicable, but not later than 30 days after the Final Closing Date, (i) file a shelf registration statement (the "Shelf Registration Statement") with respect to (x) the Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants and (y) the Warrants (the "Registrable Capital Stock") with the Commission and use its best efforts to have such Shelf Registration Statement declared effective by the SEC and (ii) cause such Shelf Registration Statement to remain effective until such date as the holders of the securities have completed the distribution described in the Shelf Registration Statement or at such time that such shares are no longer, by reason of Rule 144(k) under the Securities Act, required to be registered for the sale thereof by such holders.
