S-3 Status Sample Clauses

S-3 Status. The Company currently meets the "registrant eligibility" requirements set forth in the general instructions to Form S-3 to enable the registration of the resale of the Registrable Securities and, to the Company's knowledge, there exist no facts or circumstances that could reasonably be expected to prohibit or delay the filing or effectiveness of a registration statement on Form S-3 covering the resale of the Registrable Securities; provided, however, that the Company does not currently meet the requirements for a primary offering.
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S-3 Status. The Company meets the requirements for the use of Form S-3 for the registration of the resale of the Shares by the Subscribers and will use its reasonable best efforts to maintain S-3 status with the SEC during the period it is required by the Registration Agreement to maintain such registration of the resale of the shares. To the knowledge of the Company, there exist no facts or circumstances that could reasonably be expected to prohibit or delay the preparation or initial filing of the Registration Statement that is required to effect such registration (the "Registration Statement").
Sample 1
S-3 Status. Except for the requirement set forth in General Instruction I.A.3.(a) of Form S-3 requiring that a registrant be subject to the requirements of Section 12 of 15(d) of the Securities and Exchange Act of 1934 for a period of at least 12 calendar months immediately preceding the filing of the registration statement, the Company would meet the requirements for the use of Form S-3 for the registration of the resale of the Shares by Caliper. The Company will use its best efforts to meet the requirements for the use of Form S-3 for the registration of the resale of the
Sample 1
S-3 Status. Except for the requirement set forth in General Instruction I.A.3.(a) of Form S-3 requiring that a registrant be subject to the requirements of Section 12 of 15(d) of the Securities and Exchange Act of 1934 for a period of at least 12 calendar months immediately preceding the filing of the registration statement, the Company would meet the requirements for the use of Form S-3 for the registration of the resale of the Shares by Caliper. The Company will use its best efforts to meet the requirements for the use of Form S-3 for the registration of the resale of the Shares by Caliper. Once the Company has become eligible to use Form S-3, it will use its best efforts to maintain S-3 status with the SEC during the Registration Period (as defined in Section 6.1(c)).
Sample 1
S-3 Status. The Company currently meets the “registrant eligibility” requirements set forth in the general instructions to Form S-3 to enable the registration of the resale of the Registrable Securities; provided, however, that the Company does not currently meet the requirements for a primary offering.
Sample 1
S-3 Status status with the SEC during the Registration Period (as defined in Section 7.1(d)). To the knowledge of the Company, there exist no facts or circumstances that could reasonably be expected to prohibit or delay the preparation or initial filing of the Registration Statement substantially concurrently with the filing by the Company of its Form 10-K for the year ended December 31, 2003.
Sample 1
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Related to S-3 Status

  • WKSI Status (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (D) at the Execution Time (with such date being used as the determination date for purposes of this clause (D)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405.

  • MLP Status The Partnership is properly treated as a partnership for United States federal income tax purposes and more than 90% of the Partnership’s current gross income is qualifying income under 7704(d) of the Internal Revenue Code of 1986, as amended.

  • Shell Status The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.

  • Company Status The Company is a corporation duly formed and validly existing under the general laws of the State of Maryland, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

  • Legal Status Borrower is a corporation, duly organized and existing and in good standing under the laws of Delaware, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse effect on Borrower.

  • ORGANIZATION STATUS The Dealer Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

  • Shell Company Status The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

  • At-Will Status Notwithstanding any provision of this Agreement, Executive is employed at-will, such that Executive or the Bank may terminate Executive’s employment at any time, with or without notice, for any or no reason.

  • S Corporation Status The Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § 1361 and § 1362. The Company and Sellers shall not take or allow any action that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § 1361 and § 1362.

  • Organizational Status The Borrower is validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification (except where the failure to be so qualified would not reasonably be expected to result in a Material Adverse Effect), and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its obligations under this Agreement, to own and hold under lease its property and to conduct its business substantially as currently conducted by it.

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