SEC Guidance Clause Samples
The SEC Guidance clause defines how the parties will interpret and comply with guidance, rules, or interpretations issued by the U.S. Securities and Exchange Commission (SEC) in relation to the agreement. This clause typically requires that the parties follow current and future SEC directives, clarifying that any actions or disclosures must align with regulatory expectations. Its core function is to ensure that the agreement remains compliant with evolving securities regulations, reducing the risk of inadvertent violations and providing a clear standard for regulatory adherence.
SEC Guidance. The Subscriber acknowledges and agrees that notwithstanding anything in this Subscription Agreement to the contrary, no restatement, revision or other modification of the SEC Reports to the extent resulting from the SEC Guidance shall constitute a breach by the Company of this Subscription Agreement.
SEC Guidance. The New Registration Rights Agreement shall provide that it supersedes this Agreement in its entirety.
SEC Guidance. Notwithstanding the registration obligations set forth in Section 5.1(a), if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 or the Exchange Cap, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Investors thereof and use its reasonable best efforts to file amendments to the initial Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 (or Form S-1, if Form S-3 is not available) or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use its reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.
SEC Guidance. The Securities and Exchange Commission (“SEC”) has provided guidance to the Company with respect to the number of Registrable Securities permitted to be registered on the Company’s Form S-1 Registration Statement filed on October 22, 2008, and subsequently amended (the “Juhl Registration Statement”). Thus, the Company has determined pursuant to the SEC guidance that it is eligible to register up to 1,700,000 Registrable Securities, which it will seek to register on its amended Juhl Registration Statement.