SEC Registration Statement Clause Samples

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.

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.

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.

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

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.