Shelf Prospectus Clause Samples

Shelf Prospectus. The Buyer shall: (i) as soon as practicable after June 29, 2001, prepare and file with the SEC a registration statement on Form F-3 or F-10 or any comparable registration form then in effect (the "REGISTRATION STATEMENT") relating to the resale of the Buyer Shares by the Shareholders from time to time on the Nasdaq National Market or the facilities of any U.S. national securities exchange or market on which the Buyer Shares (issued pursuant to this Agreement) are then traded or in privately-negotiated transactions in the United States; (ii) use its reasonable efforts, subject to receipt of necessary information from the Shareholders, to cause the SEC to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Buyer; (iii) promptly prepare and file with the SEC (and provide notice to the Shareholders of any such filing) such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, or (ii) the date on which the Buyer Shares may be resold by the Shareholders without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (iv) furnish to each Shareholder with respect to the Buyer Shares registered under the Registration Statement (and to each underwriter, if any, of such Buyer Shares) such number of copies of prospectuses and such other documents as the Shareholder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Buyer Shares by the Shareholder; (v) file documents required of the Buyer for normal "blue sky" clearance in states specified in writing by the Shareholders; provided, however, that the Buyer shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) notify each holder of Buyer Shares covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therei...

Shelf Prospectus. Upon request by ▇▇ ▇▇▇▇▇▇, and provided that ▇▇ ▇▇▇▇▇▇’▇ Ownership Interest is at least 10% and until the date that the Ownership Interest falls below 10%, G Mining shall use commercially reasonable effort to continually maintain available and effective for the resale of Voting Shares or Eligible Convertible Securities to the public as freely tradable securities by ▇▇ ▇▇▇▇▇▇ and its affiliates under this Article 3 a Short-Form Base Shelf Prospectus filed with the Canadian Securities Administrators (the Shelf Prospectus). The Shelf Prospectus shall name ▇▇ ▇▇▇▇▇▇ and its affiliates as secondary sellers thereunder. At any time G Mining has an effective Shelf Prospectus in place, any distribution of Voting Shares or Eligible Convertible Securities of La Mancha or its affiliates pursuant to a Demand Registration (as defined below) under Section

Shelf Prospectus. Prior to delivering any Advance Notice hereunder, and subject to the provisions of Sections 6.02 and 6.03, the Company shall publish a Shelf Prospectus, and shall use it best efforts to cause the Shelf Prospectus or any subsequent Shelf Prospectus to be effective as of each Advance Closing Date. The Investor shall cooperate with the Company in the preparation of the Shelf Prospectus and any subsequent Shelf Prospectus, including the furnishing of certified information, as reasonably requested by the Company and/or its counsel. Prior to the publication of any Offering Document, the Company shall take all reasonable measures to verify the information and the disclosure contained in the Offering Document and the full compliance of same with the Securities Regulations.

Shelf Prospectus. The Company represents and covenants that (i) it has prepared and filed the Shelf Prospectus with the Securities Regulators, omitting only such information as is permitted to be omitted for such documents pursuant to Securities Laws, and has obtained a receipt for the Shelf Prospectus from and on behalf of the Ontario Securities Commission in its capacity as principal regulator in accordance with the Prospectus Review Procedures deeming that a receipt has been issued by each of the Securities Regulators; and (ii) it has fulfilled all of the requirements to be fulfilled by it, including the filing of all continuous disclosure materials required to be filed in Canada pursuant to Securities Laws, but excluding the preparation and filing of the Prospectus Supplement, to enable the Offered Securities to be offered for sale and sold to the public in all of the Qualifying Jurisdictions through registrants who have complied with the relevant provisions of Securities Laws.

Shelf Prospectus. The Shelf Prospectus has been filed with each of the Securities Regulators, and receipts therefore have been issued or deemed to be issued by or on behalf of each of the Securities Regulators, which receipts continue to be effective, and no securities commission or other regulatory authority has issued any order preventing or suspending the use of the Shelf Prospectus or instituted proceedings for that purpose. The Company (i) has prepared and filed the Registration Statement in conformity with the requirements of the U.S. Securities Act, which became effective on September 12, 2013, and includes the Shelf Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement, (ii) the Registration Statement is effective under the U.S. Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Shelf Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC, (iii) at the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the U.S. Securities Act and (iv) at the time the Shelf Prospectus or any amendment or supplement thereto was issued and at the Closing Date, the Shelf Prospectus conformed and will conform in all material respects to the requirements of the U.S. Securities Act.