Second Registration Statement Sample Clauses

Second Registration Statement. The Company shall: (a) as soon as reasonably practicable, but in no event later than 10 business days (such date, the “Second Filing Deadline”) following the later of (i) the date on which the Company obtains the Contingent Warrant Approval and stockholder approval of the Proposed Charter Amendment, and (ii) the earlier of (A) the six month anniversary of the Closing Date or (B) a date on which the aggregate market value of the Common Stock held by non-affiliates of the Company is $75 million or more (and if such stockholder approval occurs after such date, the aggregate market value of the Common Stock held by non-affiliates of the Company has been $75 million or more at a date within 45 days prior to such stockholder approval) (the “Second RS Trigger”), prepare and file with the Commission the Registration Statement on Form S-3 (the “Second Registration Statement” and together with the First Registration Statement, the “Registration Statements”) relating to the resale of the Contingent Exercise Shares by the Purchaser and the Other Purchasers from time to time on The New York Stock Exchange, or the facilities of any national securities exchange on which the Common Stock is then traded or in privately-negotiated transactions; (b) use its reasonable best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Second Registration Statement effective by the earlier of (i) 5 business days after the Commission has advised the Company that the Second Registration Statement has not been selected for review by the Commission, (ii) 5 business days after the Commission has advised the Company the Commission has no more comments with respect to the Second Registration Statement or (iii) 90 days after the Second RS Trigger (each of (i), (ii) and (iii), the “Second RS Effective Deadline”); (c) by 9:30 a.m., New York City time, on the second business day following the date the Second Registration Statement is declared effective by the Commission, file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Second Registration Statement; (d) promptly prepare and file with the Commission such amendments and supplements to the Second Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Second Registration Statement effective until the earlier of (i) the date as of which the Inv...

Second Registration Statement. If any Pre-Funded Warrants are issued after the effectiveness date of the Registration Statement i, then within 15 days of the issuance of the Pre-Funded Warrants, Buyer shall file a second Registration Statement (the “Second Registration Statement”) to cover the Warrant Shares and the same covenants made by Buyer relating to the Registration Statement under this section 5.17 shall apply to the Second Registration Statement. .

Second Registration Statement. If the Put Option Closing occurs, ----------------------------- on or before the Second Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement on Form S-3 as a "shelf" registration statement under Rule 415 covering the resale of a number of shares of Registrable Securities equal to one hundred fifty percent (150%) of the number of shares of Common Stock issuable on the Put Option Closing Date pursuant to the conversion of all then outstanding Preferred Shares and the exercise of all then outstanding Warrants (such number to be determined using the Conversion Price or Exercise Price, as applicable, in effect on such dates and without regard to any restriction on the ability of any Holder to convert such Holder's Preferred Shares or exercise such Holder's Warrant as of such date). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the conversion of the Preferred Shares and exercise of the Warrants in order to prevent dilution resulting from stock splits, stock dividends or similar events.

Second Registration Statement. On or before twelve (12) business days after the date of the Second Closing (if any), the Company shall use all commercial efforts to prepare and file a Registration Statement on Form S-3 (or, if Form S-3 is not available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities issued or issuable pursuant to such Second Closing, subject to the consent of Purchaser, which consent will not be unreasonably withheld) as a "shelf" registration statement under Rule 415 covering the resale of at least the number of shares of Registrable Securities consisting of (i) the Funded Shares issued pursuant to such Second Closing and (ii) the Warrant Shares issuable upon exercise in full of the Warrant issued pursuant to such Second Closing. The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of shares of Common Stock as may be required to effect exercise of such Warrant in full to prevent dilution resulting from stock splits, stock dividends or similar events.

Second Registration Statement. In the event that the SEC has limited the number of shares that may be registered pursuant to Rule 415 under the First Registration Statement, the Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC the Registration Statement on Form S-1 or Form S-3 covering the resale of the balance of the Required Registration Amount. In the event that Form S-1 or Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Investors.

Second Registration Statement. Within thirty (30) days after the effectiveness of the First Registration Statement, either (i) Holders, in the aggregate, of greater than 50% of the Registrable Securities not included in the First Registration Statement or (ii) any of the Holders of the Shell Shares may give to the Company a written request (a “Demand”) for the registration of their Registrable Securities that were not included in the First Registration Statement. All other Holders of Registrable Securities shall be given prompt written notice of such Demand and be given the opportunity to include their Registrable Securities, along with those persons making the demand, in a second Registration Statement (the “Second Registration Statement”). The Company shall use its best efforts to file the Second Registration Statement with respect to such Registrable Securities no fewer than 30 days and no more than 45 days following such written Demand, and to cause such Second Registration Statement to be declared effective by the SEC no more than 120 days (or 150 days, in the SEC elects to review such Registration Statement), following such written Demand The Second Registration Statement shall include for registration all remaining Registrable Securities of the Holders who participate in such Demand, including the registration of additional shares of Common Stock that may be issued to such Holders in the future as a result of the payment of dividends or other distributions in Common Stock, with respect to their Registrable Securities or any adjustments made in the number of shares of Common Stock issuable to such Holders with respect to their Registrable Securities.

Second Registration Statement. The Second Registration Statement shall have been declared effective under the Securities Act by the Commission no later than the 150th day following the date the Company shall have delivered to Purchaser its notice of election under Section 2.4(a), and shall have remained effective (and the prospectus therein shall have remained available for use by the Purchaser to resell Additional Shares and Underlying Shares issuable upon conversion of the Additional Debentures thereunder) at all times, not subject to any actual or threatened stop order or subject to any actual or threatened suspension at any time prior to the Additional Closing Date. The Company shall notify the Purchaser in writing at such time as the Commission shall communicate to the Company that the Second Registration Statement may go effective.