SEC Registration Statement Sample Clauses

SEC Registration Statement. The Company has made available to the Executive, in the form filed with the SEC and as amended prior to the date hereof, the Form S-1 Registration Statement (Registration No. 333-59371) (the "Registration Statement"). The Registration Statement complies as to form in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") and the rules and regulations thereunder, and did not, on the date when it was declared effective, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein in light of the circumstances under which they were made not misleading.
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SEC Registration Statement. Optelecom shall prepare and file with the US Securities and Exchange Commission ("SEC") a registration statement on Form S-3 covering the sale by each Paragon Stockholder of one-third of the Optelecom Shares distributed by Paragon to such stockholder or to Adventatum for the benefit of such stockholder. Optelecom will file the registration statement on the Registration Target Date as hereinafter defined and will use its best efforts to have the registration statement declared effective as promptly as practicable. Optelecom shall not be required to maintain the registration statement effective for more than 24 months from its effective date. The Paragon Stockholders shall reimburse Optelecom up to a maximum of $12,500 for fees and expenses incurred by it in connection with the registration of the Optelecom Shares. The Registration Target Date shall be the seventh business day following the date on which Paragon delivers to Optelecom: (i) financial statements of Paragon that in the judgment of the independent public accountants for Optelecom meet the requirements of Rule 3.05 of the SEC's Accounting Rules (Regulation S-X); and (ii) information regarding Paragon that in the judgment of the independent public accountants for Optelecom is sufficient to permit Optelecom to prepare the pro-forma financial information required by Article 11 of Regulation S-X.
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SEC Registration Statement. Design-Builder acknowledges and agrees that Owner intends to file a registration statement with the United States Securities and Exchange Commission ("SEC") and certain state securities commissions, to register its securities under the -23- Securities Act of 1933, as amended. Further, if Owner reaches financial closing, Owner will be required to register and submit various filings under the Securities Exchange Act of 1934, as amended. Pursuant to these registrations, Owner will be required to file a copy of certain agreements it has entered into, including this Agreement, which will become available to the public upon filing. Design-Builder agrees and consents to such filings, and agrees to advise its agents, Subcontractors and their agents and Sub-subcontractors (or cause them to be so advised) of such filings. Notwithstanding the foregoing, Owner agrees to take commercially reasonable efforts to seek confidential treatment for such provisions of this Agreement as Owner and Design-Builder reasonably agree may be entitled to such treatment. Design-Builder acknowledges that confidential treatment may not be available for certain provisions of this Agreement, for transactions between related parties, as defined in the Securities Act of 1933, as amended, or may be denied by the SEC, but Owner shall promptly notify Design-Builder if such confidential treatment is denied or is otherwise not available and shall reasonably cooperate with Design-Builder's own efforts, if any, to seek confidential treatment of such information.
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SEC Registration Statement. For a holder in the United States to exercise the Warrants, there must be a current registration statement in effect with the SEC and qualification in effect under applicable state securities laws, or applicable exemptions from the federal and state securities laws of the U.S., with respect to the issuance of the Ordinary shares underlying the Warrants. We are filing such a registration statement and are seeking to cause it to become and remain effective. We will not be required to honor the exercise of Warrants if, in our opinion, the sale of Ordinary shares upon exercise of the Warrants would be unlawful. No Rights as Shareholders The holders of Warrants are not entitled, as such, to receive dividends or other distributions, receive notice of any meeting of our shareholders, consent to any action of our shareholders, receive notice of any other shareholder proceedings or to any other rights as shareholders. The holders of Warrants will not be entitled to share in our assets in the event of our liquidation, dissolution or winding up. In the event a bankruptcy or reorganization is commenced by or against us, a bankruptcy court may hold that unexercised Warrants are executory contracts which may be subject to our rejection with approval of the bankruptcy court and the holder of Warrants may, even if sufficient funds are available, receive nothing or a lesser amount as a result of any such bankruptcy case than they would be entitled to if they had exercised their Warrants prior to the commencement of any such case.
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SEC Registration Statement. Promptly following the execution and delivery of this Agreement, Seller shall prepare and file with the SEC a registration statement registering the Shares in accordance with the Securities Act (the "Registration Statement"). Seller shall take all actions reasonably necessary, including, without limitation, responding timely to SEC comments and requests for additional information, to have the Registration Statement declared effective as of the Closing Date.
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SEC Registration Statement. The Company has made available to the Executive, in the form filed with the SEC and as amended prior to the date hereof, the Form S-1 Registration Statement (Registration No. 333-59371) (the "Registration Statement"). The Registration Statement complies as to form in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") and the rules and regulations thereunder, and did
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Related to SEC Registration Statement

  • New Registration Statement Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw the Shelf Registration and file a new registration statement (a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to the Company for such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities to register a lesser amount of Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders. In the event the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.

  • 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.

  • IPO Registration Statement IPO Registration Statement" means the Registration Statement on Form S-1 (Registration No. 333-48038) of Resources filed with the Commission pursuant to the Securities Act of 1933, as amended, registering the shares of Resources Common Stock to be issued in the IPO, together with all amendments thereto.

  • 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 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.

  • Initial Registration Statement Promptly following the closing of the Merger Agreement and Plan of Reorganization dated as of January ____, 2007, among the Corporation, Elite FX, Inc., and other parties named therein (the "Closing Date") (but no later than one hundred and eight (180) days after the Closing Date), the Corporation shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than 30 days after the SEC issues a no review letter) a registration statement under the Securities Act of 1933 and the rules promulgated thereunder (the "1933 Act"), covering the resale of the Registrable Securities held by the Subscribers, Nugent, Baudanza, Horn and Investa, if any, plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the Registration Statement shall include all shares of Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. No securities held by a third party shall be included in such Registration Statement without the consent of the Subscribers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Subscribers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC within one hundred and eighty (180) days of the Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof) following the Registration Date during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set forth in Section 8 below in respect of any Registrable Shares still held by any Subscriber, Nugent, Baudanza, Horn or Investa, if any; provided, however, that no Penalty Warrants shall be issuable to any Subscriber, Nugent, Baudanza, Horn or to Investa in the event such party does not hold or no longer holds Registrable Securities at the time any Penalty Warrants are to be issued.

  • 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).

  • Filing of Registration Statement The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form F-1 (File No. 333-234654), including any related prospectus or prospectuses, for the registration of the Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act (the “Rule 430A Information”), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion and filed with the Commission on [●], 2020, that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. For purposes of this Agreement:

  • Resale Registration Statement Subject to the terms and conditions of this Agreement, the Company will provide to the Purchasers the resale registration rights described in the Registration Rights Agreement.

  • Disclosures in Registration Statement i. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”), except to the extent permitted by Regulation S-T;

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