Resale Shelf Registration Clause Samples
A Resale Shelf Registration clause allows a company to register securities for resale by certain holders, typically investors or insiders, under a single, flexible registration statement with the relevant securities regulator. This enables those holders to sell their shares to the public at their discretion over a period of time, rather than requiring a separate registration for each sale. The core function of this clause is to provide liquidity and flexibility for shareholders, making it easier and more efficient for them to sell their securities in the public market when they choose.
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Resale Shelf Registration. Subject to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks after the consummation date of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(e) and 2.9, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration. At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime on or prior to the date ten (10) Business Days prior to such time of effec...
Resale Shelf Registration. 2.1.1 The Company shall (a) use its reasonable efforts to file within forty five (45) days following the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect), and (b) subject to the other provisions of this Agreement, keep such Form F-1 Shelf effective and available for use in compliance with the provisions of the Securities Act until such time as a Form F-3 Shelf is declared effective pursuant to subsection 2.1.3.
2.1.2 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holders named therein.
2.1.3 Following the filing of a Form F-1 Shelf, the Company shall use commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf in relation thereto) to, and/or to file, and to cause to become effective, a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3 Shelf”) as soon as reasonably practicable after the Company is eligible to use Form F-3.
Resale Shelf Registration. Subject to Section 2.9, Ashford Prime shall prepare and file not later than 54 weeks after the consummation date of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Prime shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(c) and 2.9, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that the Company shall use its best efforts to have such amendment declared effective as soon as practicable after filing. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Prime shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less th...
Resale Shelf Registration. Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4 Supplements and Amendments 2 Section 1.5 Subsequent Holder Notice 2 Section 1.6 Underwritten Offering 3 Section 1.7 Take-Down Notice 4 Section 1.8 Piggyback Registration 4 Section 2.1 Registration Procedures 5 Section 2.2 Suspension 9 Section 2.3 Expenses of Registration 10 Section 2.4 Information by Holders 10 Section 2.5 Rule 144 11 Section 2.6 Purchasers Holdback Agreement 11 Section 3.1 Indemnification by Company 12 Section 3.2 Indemnification by Holders 13 Section 3.3 Notification 13 Section 3.4 Contribution 14
Resale Shelf Registration. Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4 Supplements and Amendments 2 Section 1.5 Subsequent Holder Notice 3 Section 1.6 Shelf Take-Downs 3 Section 1.7 Piggyback Registration 4
Resale Shelf Registration. The Company shall cause to be filed with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of all Conversion Shares held by Holders (or their successors) that comply with the terms set forth in Exhibit C hereto (the “Registration Statement”). The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective as soon as reasonably possible and to keep the Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of Conversion Shares by each Holder or its successors that comply with the terms set forth in Exhibit C hereto, and to ensure that it conforms with the Securities Act and the rules and regulations of the SEC as announced from time to time, for a period of at least one year following the Closing Date (or, if earlier, when all of the Conversion Shares covered by the Registration Statement have been sold pursuant to the Registration Statement). The Company agrees to comply with the terms set forth in Exhibit C hereto.
Resale Shelf Registration. To the extent no such registration statement has been filed with the Commission prior to the date hereof, the Company shall prepare and file or cause to be prepared and filed with the Commission, as promptly as reasonably practicable following the Effective Date but in any event within 75 days after the Effective Date or such longer period as mutually agreed by the Company and the Initial Holder in writing, a shelf registration statement on Form F-3 registering the offering and sale of the Registrable Securities on a delayed or continuous basis pursuant to Rule 415 (except if the Company is not then eligible to register for resale the Registrable Securities on a shelf registration statement on Form F-3, then such registration shall be on a shelf registration statement on Form F-1 or another appropriate, form providing for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and in no event later than 120 days after the Effective Date, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the termination of this Agreement. In the event that the Company files a Form F-1 (or other long form shelf registration statement) pursuant to this Section 2.1(a), the Company shall use its commercially reasonable efforts to convert the Form F-1 to a Form F-3 as soon as practicable after the Company is eligible to use Form F-3.
Resale Shelf Registration. The Holder agrees to comply with the terms set forth in Exhibit C hereto (which terms are incorporated into this Agreement by reference as though set forth in full) relating to the resale shelf registration of the Conversion Shares under Rule 415 of the Securities Act.
Resale Shelf Registration. 2.1.1 Acquiror shall use its reasonable best efforts to (a) file within 30 days following the Closing, and use reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and (b) keep such Form S-1 Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as a Form S-3 Shelf is declared effective pursuant to Section 2.1.3.
2.1.2 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein.
2.1.3 Following the filing of a Form S-1 Shelf, Acquiror shall use reasonable efforts to either (a) convert the Form S-1 Shelf (and each Subsequent Shelf) to a Shelf Registration on Form S-3 or (b) file and to cause to become effective a Shelf Registration on Form S-3 (in each case, the “Form S-3 Shelf”) as soon as practicable after Acquiror is eligible to use Form S-3.
Resale Shelf Registration. 1 Section 1.2.......... Expenses.................................................................................................. 2 Section 1.3.......... Suspensions............................................................................................. 2