Registration Statement Form S Sample Clauses

Registration Statement Form S. 8. Parent shall promptly prepare and file with the SEC under the 1933 Act the Registration Statement (and Registration Statements on Form S-8 as necessary to register shares of Parent Stock underlying Substitute Options), and shall use its reasonable best efforts to cause the Registration Statement (and such Registration Statements on Form S-8) to be declared effective by the SEC as promptly as practicable. Parent shall promptly take any action required to be taken under foreign or state securities or Blue Sky laws in connection with the issuance of Parent Stock in the Merger or pursuant to Substitute Options.

Registration Statement Form S. 3. Registrations under this Section 2.1 shall only be required to be made on Form S-3, or any successor form. In the event the Trust is not eligible to use Form S-3 to register the Registrable Securities at the time it receives a Demand, the Trust shall notify the LLC (a "Demand Rejection") within five days of its receipt of the Demand. Thereafter, the LLC shall have the option, exercisable by written notice delivered to the Trust within five days of its receipt of a Demand Rejection, to allow the Trust to delay the filing of the applicable registration statement until that date on which the Trust is again eligible to file a Form S-3. In the event the LLC does not exercise such option, such Demand shall be deemed to be withdrawn. The Trust hereby represents and warranties to the LLC that, as of the date hereof, the Trust is eligble to register the Registrable Securties on Form S-3.

Registration Statement Form S. 8. Parent shall promptly prepare and file with the SEC under the 1933 Act the Registration Statement (and Registration Statements on Form S-8 as necessary to register shares of Parent Common Stock underlying Substitute Options), and shall use its reasonable best efforts to cause the Registration Statement (and such Registration Statements on Form S-8) to be declared effective by the SEC as promptly as practicable. Parent shall promptly take any action required to be taken under foreign or state securities or Blue Sky laws in connection with the issuance of Parent Common Stock and Parent Preferred Stock (if the Preferred Stockholder Approval is obtained) in connection with the Merger or pursuant to Substitute Options.

Registration Statement Form S. 3. Registrations under this Section 2.1 shall only be required to be made on Form S-3, or any successor form. In the event the Trust is not eligible to use Form S-3 to register the Registrable Securities, it may delay the filing of the applicable registration statement until that date on which the Trust is again eligible to file a Form S-3. The Trust hereby represents and warranties to the Investors that, as of the date hereof, the Trust is eligible to register the Registrable Securities on Form S-3 and knows of no event that has occurred or is likely to occur that will cause it to cease to remain so eligible.