Rule 415 Sample Clauses

Rule 415. Notwithstanding anything to the contrary contained in this Article IV, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set of holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares by all such holders). In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any reduction pursuant to this...
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Rule 415. 2 SEC .................................................................... 2
Rule 415. The term “Rule 415” means Rule 415 promulgated under the 1933 Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the SEC.
Rule 415. Notwithstanding anything to the contrary contained herein, if the SEC specifically prohibits the Registration Statement from including all Registrable Securities ("SEC Guidance") (provided that the Company shall advocate with the SEC for the registration of all or the maximum number of the Registrable Securities permitted by SEC Guidance to be included in such Registration Statement, such maximum number, the "Rule 415 Amount"), then the Company will not be in breach of this Agreement by following such SEC Guidance, and the Company will file such additional Registration Statements at the earliest practicable date on which the Company is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable Securities, each registering the Rule 415 Amount, seriatim, until all of the Registrable Securities have been registered. Notwithstanding anything to the contrary contained herein, the amount of Registrable Securities required to be included in the initial Registration Statement as described in this Section 2 shall equal the lesser of (a) the amount of Registrable Securities that Holders request to have so registered pursuant to this Section 2 and (b) the maximum amount of Registrable Securities which may be included in a Registration Statement without exceeding the Rule 415 Amount.
Rule 415. Notwithstanding anything to the contrary contained herein, if, during the Restricted Period, Artal proposes to cause the Company to register any Artal Shares under
Rule 415. Notwithstanding anything to the contrary herein, the Company shall be entitled to limit the number of Regsitrable Securities to the extent it deems advisable, upon advice of its legal counsel, in order to comply with Rule 415 under the Securities Act.
Rule 415. (i) If at any time the staff of the SEC (the “Staff”) takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter” (the “Staff Interpretation”), the Company shall use its commercially reasonable efforts to persuade the Staff that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The date on which the Staff informs the Company that the Staff Interpretation applies to the Registrable Securities is hereinafter referred to as the “Interpretation Date.”
Rule 415. The provisions of Sections 2(a)(ii)-(iii) shall apply to this Section 2(e), mutatis mutandis.
Rule 415. Rule 415 as promulgated by the Commission under the -------- Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.
Rule 415. In the event the SEC determines any resale registration statement filed by the Company pursuant hereto constitutes a primary offering of securities by the Company and is requiring the Investors to be named as underwriters, each Investor understands and agrees the Company may reduce, on a pro rata basis, the total number of Shares to be registered on behalf of each Investor. In the event of such reduction, the Investor shall have additional registration rights pursuant to this Section 1 until such time as all Shares have been registered pursuant to an effective registration statement or the Shares may be resold without restriction pursuant to Rule 144 of the Act or the Investor agrees to be named as an underwriter in any such registration statement.