Required Registration Statement Sample Clauses

Required Registration Statement. (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act). (b) The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date that all Conversion Shares covered by such Registration Statement have been sold or can be sold publicly under Rule 144 without volume limitations by the holders of the Registrable Securities (the “Effectiveness Period”). Upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective no later than 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date. (c) If the Company receives SEC Comments to a Registration Statement filed pursuant to Section 5.1(a), the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities requested to be included in the Registration Statement in accordance with applicable SEC guidance. If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered...
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Required Registration Statement. (a) At any time and from time to time after the earlier of (i) the date that is one year after the closing date of a Qualified Public Offering, or (ii) October 15, 2021, Holder(s) holding at least 25% of the outstanding Registrable Securities (the “Initiating Holders”) may by written notice to the Corporation (the “Demand Notice”) request the Corporation to prepare and to file with respect to all or any portion of such Holders’ Registrable Securities: (i) a Registration Statement under the 1933 Act; (ii) a Canadian Prospectus prepared in accordance with Regulation 41-101 respecting General Prospectus Requirements or similar long form Prospectus; and (iii) a Registration Statement under the 1933 Act and a Canadian Prospectus in accordance with Regulation 41-101 respecting General Prospectus Requirements or similar long form prospectus. (b) Within ten days of the receipt of the Demand Notice, the Corporation will give written notice of such request to all other Holders of Registrable Securities. (c) Subject to the limitations of this Article 3, the Corporation will as soon as possible, but in any event within 90 days after the date of the Demand Notice, prepare and file the required Registration Statement and/or Canadian Prospectus and will use its best efforts to effect, as soon as practicable, the requested registration or qualification under the 1933 Act and/or Canadian Securities Laws, as applicable, of all Registrable Securities that the Initiating Holders desire to be registered or qualified as specified in the initial Demand Notice and any additional Registrable Securities requested to be included in such registration in all notices received by the Corporation from other Holders within 20 days after the giving of the notice by the Corporation pursuant to this Section 3.1. (d) Subject to Section 3.2(b), the Company may include securities for its own account in such registration if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited.
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Related to Required Registration Statement

  • Required Registration (a) On two (2) occasions after the date that is the earlier of (i) Monday, July 19, 2010, and (ii) one hundred eighty (180) days after the consummation of the initial Public Offering, Holders of at least a majority of the Registrable Securities then outstanding may require the Company to register such Holders’ Registrable Securities under the Securities Act. Such Holders shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale of all or any portion of the Registrable Securities, and within ten (10) days of the receipt after such notice, the Company will so notify all Holders of Registrable Securities. (b) Upon written request of any Holder given within thirty (30) days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause all or any part of the Registrable Securities that may be requested by any Holder thereof (including the Holders giving the initial notice of intent to offer (each an “Initiating Holder” and collectively the “Initiating Holders”)) to be registered under the Securities Act as expeditiously as possible; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.2 unless the proposed aggregate dollar amount of the offering (valued at the high end of a proposed offering range) of the Registrable Securities requested to be included is at least $10,000,000. (c) Notwithstanding anything contained in this Section 2.2 or Section 2.3 to the contrary, if the Company furnishes to the Holders requesting any registration pursuant to such sections a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and that it is in the best interests of the Company to defer the filing of a registration statement, then the Company shall have the right to defer the filing of a registration statement with respect to such offering for a period of not more than one hundred and eighty (180) days from receipt by the Company of the request by the Initiating Holder; provided, however, that the Company may not exercise such right more than once in any twelve-month period. (d) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request and the Company shall include such information in the written notice referred to above. (e) The underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his, her or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. (f) Notwithstanding the foregoing, if the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, the Company shall be obligated to include in such registration statement, with respect to the Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities other than the Registrable Securities are first entirely excluded from the underwriting. (g) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.2: (i) after the Company has effected two (2) registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective; (ii) during the period ending on a date one hundred eighty (180) days after the consummation of the initial Public Offering; or (iii) if within thirty (30) days after receipt by the Company of the Holders’ initial notice of intent to offer, the Company furnishes to such Holders requesting registration a certificate signed by the President of the Company stating the Company’s intent to file a registration statement for the initial Public Offering within the following ninety (90) days.

  • Rule 462(b) Registration Statement In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement and shall have become effective automatically upon such filing.

  • Additional Registration Statement To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company shall file a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective.

  • Filing Registration Statement The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

  • Additional Registration Statements Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure).