Registration Statements and Prospectuses Sample Clauses

Registration Statements and Prospectuses. The Trust represents to Sierra Services that all Registration Statements and Prospectuses filed by the Trust with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effective, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effective, will include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. Sierra Services may, but shall not be obligated to, propose from time to time such amendment(s) to any Registration Statement and such supplement(s) to any Prospectus as, in the light of future developments, may, in the opinion of Sierra Services or its counsel, be necessary or advisable. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Registration Statements and Prospectuses. (i) The Registration Statement is effective and covers, and is available for use, in compliance with the Act and the rules and regulations thereunder for the offering and sale of the Additional Investment Right, the Warrant and the Common Shares (including, as applicable, any resale of the Common Shares), including, without limitation, as to the “Plan of Distribution” set forth therein. The Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The Registration Statement meets, and the offering and sale of the Common Shares as contemplated hereby will comply with, the requirements of Rule 415 under the Act. The Company currently meets the requirements for the use of Form S-3 under the Act with respect to the foregoing (including, without limitation, as to General Instruction I.B.6 of Form S-3, as applicable). The Company will use its commercially reasonable best efforts to maintain the effectiveness of the Registration Statement until all Common Shares have been sold (including, as applicable, any resale of the Common Shares). The Company will file all required prospectus supplements in connection with the foregoing, all in compliance with the provisions of the Act and the rules and regulations thereunder. (ii) The Registration Statement when it became effective (and since such time has) complied, and hereafter, as amended or supplemented, shall at the time of any Tranche Notice Date, Tranche Closing Date, or sale (and, as applicable, resale) of any Common Shares, and at all times during which the Registration Statement is deemed effective under the Act and at all times during which a Prospectus is required by the Act to be delivered in connection therewith, comply, in all material respects, with the requirements of the Act, and did not and shall not at any such time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (iii) Each Prospectus did comply, as of its date and the date it was filed with the SEC and thereafter, and hereafter shall, at the time of any Tranche Notice Date, Tranche Closing Date, or sale (and, as applicable, resale) of any Common Shares, and at all times ...

Registration Statements and Prospectuses. Furnish to Investor such number of copies of registration statements and prospectuses, including a preliminary prospectus, in conformity with the requirements of the Securities Act or other applicable securities laws, and such other documents as it may reasonably request in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration.

Registration Statements and Prospectuses. Company hereby represents and warrants to, and as applicable covenants with, Purchaser as follows: 1. The offer and sale of the Shares and the Underlying Shares are being made pursuant to the Registration Statement. Company will use its best efforts to file and cause to become effective any required post-effective amendment or prospectus supplement on or prior to the Announcement Date. Company will use its best efforts to cause the Registration Statement to remain effective for at least 181 days after the Purchase Closing in order for the Company to have the ability to issue dividends in shares of the Company’s common stock under the Certificate of Designations. Company may convert the Registration Statement from Form S-3 to Form S-1. 2. If any of the Shares or Underlying Shares are for any reason not registered pursuant to the Registration Statement for any reason, the Company will promptly, within 20 days file a new registration statement on Form S-1 covering all such unregistered Shares or Underlying Shares. 3. The Registration Statement complied when it became effective, and, as amended or supplemented, at the time of the Purchase Closing, or issuance of any Shares, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act. 4. Each Registration Statement, Prospectus and Prospectus Supplement, as of its respective effective time, will not, as applicable, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 5. The Prospectus complied, and each Prospectus Supplement will comply, as of its date and the date filed with the Commission, and at the time of the Purchase Closing, or issuance of any Shares or Underlying Shares, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Shares or Underlying Shares, will comply, in all material respects, with the requirements of the Act. 6. At no time during the period that begins on the date a Prospectus is filed with the Commission and ends at the time a Prospectus is no longer required by the Act to be delivered in connection with any sale of Shares or Underlying Shares will any such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact nece...

Registration Statements and Prospectuses. (i) The offer and sale of the Common Shares as contemplated hereby complies with the requirements of Rule 415 under the Act. (ii) The Company has not, directly or indirectly, used or referred to any “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (iii) The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Common Shares contemplated by any Registration Statement filed or to be filed, without taking into account any determination by the SEC pursuant to Rule 405 under the Act that it is not necessary under the circumstances that the Company be considered an “ineligible issuer.”

Registration Statements and Prospectuses. (i) The Registration Statement is effective and covers, and is available for use, in compliance with the 1933 Act and the rules and regulations thereunder for the offering and sale of the Securities to be issued pursuant to the Transaction Documents (including, as applicable, the resale by Investor of any of the foregoing), including, without limitation, as to the “Plan of Distribution” set forth therein at the time of each Closing. The Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The Registration Statement meets, and the offering and sale of the Securities as contemplated hereby will comply with, the requirements of Rule 415 under the 1933 Act. The Company currently meets the requirements for the use of Form S-3 under the 1933 Act with respect to the foregoing (including, without limitation, as to General Instruction I.B.6 of Form S-3, as applicable). (ii) The Registration Statement when it became effective (and since such time has) complied, and hereafter (to the extent the Company is required pursuant to Section 4(a) of this Agreement to maintain the effectiveness of the Registration Statement), as amended or supplemented, shall at the time of any Closing, at the time of any sale to or resale by Investor of any Securities, and at all times during which the Registration Statement is deemed effective under the 1933 Act and at all times during which a Prospectus and/or Prospectus Supplement is required by the 1933 Act to be delivered in connection therewith, comply, in all material respects, with the requirements of the 1933 Act, and did not and shall not at any such time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that this representation and warranty does not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. (iii) Each Prospectus and/or Prospectus Supplement did comply, as of its date and the date it was filed with the SEC and thereafter, and hereafter (to ...

Registration Statements and Prospectuses. The information supplied or to be supplied in writing by Geron for inclusion in the BAC Registration Statement, the BAC Prospectus, the BioTime Registration Statement, or the BioTime Prospectus (the “Geron Information”) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, with respect to such Geron Information, in order to make the statements therein (in the case of statements in the BAC Prospectus or the BioTime Prospectus, in light of the circumstances under which they were made), with respect to Geron Information, not misleading at the time such registration statement is filed with the SEC and at the time it becomes effective under the Securities Act (or, with respect to any post-effective amendment or supplement to such registration statement, at the time such post-effective amendment or supplement is filed with the SEC and at the time it becomes effective) or, in the case of the BAC Prospectus or the BioTime Prospectus, as of its date (or the date of any supplement thereto) and at any time during which such prospectus (assuming the absence of Rule 172 under the Securities Act) relating to the securities registered under such registration statement is required to be delivered under the Securities Act by BAC, BioTime or Geron (the “Prospectus Delivery Period”). No representation or warranty is made by Geron with respect to statements made or incorporated by reference in the BAC Registration Statement, the BAC Prospectus, the BioTime Registration Statement, or the BioTime Prospectus, including any information supplied by BioTime or BAC for inclusion or incorporation by reference in the BAC Registration Statement, the BAC Prospectus, the BioTime Registration Statement, or the BioTime Prospectus, other than Geron Information.

Registration Statements and Prospectuses. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto have become effective under the Act. No stop order suspending the effectiveness of the Registration Statement, the ADS Registration Statement or any post-effective amendment thereto has been issued, and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus (or any supplement thereto) has been issued by the Commission and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission. As of the time each part of each of the Registration Statement and the ADS Registration Statement (or any post-effective amendment thereto) became or becomes effective, such part conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations. Upon the filing or first use within the meaning of the Rules and Regulations, each Preliminary Prospectus and the Prospectus (or any supplement to either) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations.

Registration Statements and Prospectuses. (i) The offer and sale of the Common Shares as contemplated hereby complies with the requirements of Rule 415 under the Act. (ii) The Company has not, directly or indirectly, used or referred to any “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act.

Registration Statements and Prospectuses a. The offer and sale of the Shares as contemplated hereby complies with the requirements of Rule 415 under the Act. b. Company has not, directly or indirectly, used or referred to any “free writing prospectus” as defined in Rule 405 under the Act, except in compliance with Rules 164 and 433 under the Act. c. Company is not an “ineligible issuer” as defined in Rule 405 under the Act as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Shares contemplated by any Registration Statement filed or to be filed, without taking into account any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary under the circumstances that Company be considered an “ineligible issuer.”