Registration Statement Filing Clause Samples

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 Company shall (i) prepare, as soon as reasonably possible following the Closing Date, and shall file with the Commission within five Business Days of receiving the Shareholder Approval, the Registration Statement (on Form S-1 or other appropriate registration statement form reasonably acceptable to the Purchasers) under the Securities Act, at the sole expense of the Company, in respect of the Purchasers, so as to permit the resale of the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares in the United States under the Securities Act; and (ii) cause the Registration Statement to be declared effective by the Commission as soon as possible and not later than the Escrow Deadline. The Company will notify the Placement Agent immediately following effectiveness of the Registration Statement. The Registration Statement shall cover the resale of 100% of the Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares (including such indeterminate number of Common Shares resulting from stock splits, stock dividends or similar transactions), for an offering to be made on a continuous basis pursuant to Rule 415 (as promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such rule). The Securities registered for resale pursuant to the Registration Statement shall not be subject to resale restrictions under Canadian Securities Laws, provided the distribution of the Securities will not take place prior to the Effective Date and the Securities will be distributed under the Registration Statement.

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. 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 3.18 hereto and except for (i) registration statements covering current stock options, rights, warrants and shares issued to officers, directors, employees and consultants and (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 the Effectiveness Anniversary, other than the Registration Statement and other registration statements filed pursuant to the Registration Rights Agreement.

Registration Statement Filing. On October 31, 1997, the Earned Warrant Percentage will increase by 1.00% multiplied by the Commitment Percentage on such date, unless either A. the Earned Warrant Percentage increased pursuant to clause (i) above, or ------------------------ (1) I. E., if the increase described in clause (i) above were the first to occur and the Commitment Percentage on August 31, 1997 were 100%, then the Earned Warrant Percentage will increase from 1.00% to 2.00%, not by 1.00% of 1.00%. B. on or prior to such date IWCH has filed a registration statement or amended registration statement on Form S-1 under the 1933 Act with respect to a public offering of IWCH Voting Common Stock with an aggregate anticipated offering price to the public of not less than $50,000,000. If the Earned Warrant Percentage increases pursuant to this clause (ii), then the Earned Warrant Percentage will not increase pursuant to clause (iii) below.

Registration Statement Filing. (i) BGDC agrees that if, at any time, and from time to time, after the earlier of (A) the initial public offering of BGDC Common Stock (the "IPO") and (B) the first date (the "Trading Date") on which BGDC Common Stock (or securities received in exchange for BGDC Common Stock) trades on a national securities exchange or on the National Association of Securities Dealers, Inc. Automated Quotation System (collectively "NASDAQ") (a "Trading Event"), and ending on the date that is five years from the Final Closing Date, the Board of Directors of BGDC shall authorize the filing of a registration statement (a "BGDC Registration Statement") under the Securities Act (other than the initial public offering of the BGDC Common Stock, or other than a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, BGDC will (1) promptly notify each holder of Preferred Stock that such registration statement will be filed and that the Conversion Shares then held by such holder of Preferred Stock will be included in such registration statement at such holder's request, (2) cause such BGDC Registration Statement to cover all of such Conversion Shares owned by the holder requesting inclusion, (3) use its reasonable best efforts to cause such BGDC Registration Statement to become effective as soon as practicable and (4) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all such Conversion Shares owned by the Purchaser to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Purchaser to effect the proposed sale or other disposition.