Shelf Registration Statements Sample Clauses
Shelf Registration Statements. (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the resale of the PIPE Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “PIPE Unit Registration Statement”) and (ii) cause such initial Registration Statement to become effective no later than the Target Effective Date for the PIPE Unit Registrable Securities.
(ii) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Conversion Unit Registration Statement”) and (ii) cause such initial Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable Securities.
(iii) If the Purchasers own more than 50% of the number of Series A Preferred Units purchased under the Unit Purchase Agreement as of the date of such request, then, upon the written request of Purchasers holding a majority of the Series A Preferred Unit Registrable Securities (which request may be given at least 180 days before the fifth anniversary of the date hereof), the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to become effective no later than 180 days following receipt of such notice (the 180th date being the Target Effective Date for the Series A Preferred Registrable Securities), an initial Registration Statement (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i) or Section 2.01(a)(ii)) to permit the resale of the Series A Preferred Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Preferred Unit Registration Statement” and, each Preferred Unit Registration Statement, PIPE Unit Registration Statement or Conversion Unit Registration Statement, a “Registration Statement”); provided, however, that the obligation of the Partnership to use such commercially reasonable efforts to prepare, file...
Shelf Registration Statements. (a) Initial and Draw-Down Shelf Registration Statements.
(1) The Company shall file the Initial Shelf Registration Statement with the SEC not later than 180 days following the Initial Closing Date and shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Initial Shelf Registration Statement shall register the offering of the Registrable Securities that are outstanding immediately prior to the filing date of the Initial Shelf Registration Statement (collectively, the "Initial Shelf Registrable Securities"). The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of the Initial Shelf Registration Statement.
(2) The Company shall file a Draw-Down Shelf Registration Statement with the SEC not later than 30 days following each Draw Down Closing that takes place after the effective date of the Initial Shelf Registration Statement, and shall use its reasonable best efforts to cause such Draw-Down Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Each Draw-Down Shelf Registration Statement shall register the offering of the Registrable Securities that are outstanding immediately prior to the filing date of such Draw-Down Shelf Registration Statement and that have not been registered pursuant to any previous Registration Statement (collectively, the "Draw-Down Shelf Registrable Securities"). The Company shall promptly notify the applicable Holders of the date and time of declaration of effectiveness of each Draw-Down Shelf Registration Statement.
(b) Top-up Shelf Registration Statements.
Shelf Registration Statements. (a) Within 120 days of the date hereof, the Company shall have filed with the Commission and shall use its best efforts to cause to be declared effective within 180 days from the date hereof, a Shelf Registration Statement, relating to the offer and sale of the Registrable Securities owned by the Holders listed on Schedule A hereto.
(b) The Company will use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by such Holders for a period of three years from the date such Shelf Registration Statement is first declared effective by the Commission, or for such shorter period that will terminate when all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant thereto or cease to be outstanding or otherwise to be Registrable Securities.
(c) The Company will pay the Registration Expenses in connection with any Shelf Registration Statement pursuant to this Section 2.8.
Shelf Registration Statements. As promptly as practicable following the date of this Agreement, Parent shall prepare and cause to be filed with the SEC the Shelf Registration Statement(s). Parent shall use its reasonable best efforts to (i) have the Shelf Registration Statement(s) declared effective by the SEC under the Securities Act as promptly as practicable after such filing, (ii) ensure that the Shelf Registration Statement(s) comply in all material respects with the applicable provisions of the Securities Act and (iii) keep the Shelf Registration Statement(s) effective for so long as necessary to satisfy any obligations of BAM to deliver Parent Common Units pursuant to the terms of the Rights Agreement.
Shelf Registration Statements. Each shelf registration statement (including a Preferred Investors Registration Statement), or a prospectus supplement relating to such shelf registration statement, shall include a plan of distribution that provides as much flexibility as is reasonably possible, including with respect to resales by transferee ABS Holders or Preferred Investors Holders.
Shelf Registration Statements. As set forth in Section 4 hereof and subject to Section 5 hereof, the Company agrees to use its best efforts to:
(a) subject to the receipt of necessary information in a timely manner from Elutions, prepare and file with the Commission, as soon as practicable and in any event not later than thirty (30) days after the first Registration Triggering Event and not later than forty-five (45) days after each subsequent Registration Triggering Event, a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act on Form S-3 (or, in the event the Company is not eligible to use Form S-3, such other registration form as may be utilized at such time by the Company) (each a “Shelf Registration Statement”) to enable the resale of the relevant Registrable Common Shares subject to such Registration Triggering Event by Elutions from time to time on the Nasdaq Global Market (or such other national securities exchange or inter-dealer quotation system in the United States of America on which the Registrable Common Shares are then principally traded), or in privately negotiated transactions, and excluding for the avoidance of doubt any resale in an Underwritten Offering;
(b) cause each such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable; and
(c) prepare and file with the Commission such amendments and supplements to each such Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement current and effective for a period (the “Effectiveness Period”) until the earliest to occur of:
(i) the date when all Registrable Common Shares covered thereby have been sold pursuant to such Shelf Registration Statement or in accordance with Rule 144;
(ii) the date when there are no Registrable Common Shares outstanding;
(iii) the date on which Elutions and each Permitted Transferee is able to sell the outstanding Registrable Common Shares without restriction under SEC Rule 144(b)(1) as a Person that is not an “affiliate” of the Company (within the meaning of SEC Rule 144) or in a single transaction in compliance with the volume limitations under Rule 144(e), in each case as reasonably determined by Elutions acting in good faith after consultation with the Company and with legal counsel; or
(iv) February [__], 2021; provided that if the Company terminates such Shelf Registration Statements and r...
Shelf Registration Statements. Notwithstanding anything else to the contrary in this Agreement, if, prior to any request for registration pursuant to Section 2.1 or Section 2.2 with respect to a Shareholder’s Registrable Securities, (a) the Company shall have filed a Shelf Registration Statement covering such Registrable Securities and (b) the Shelf Registration Statement is effective when the requesting Shareholders would otherwise make such request, the Company shall not be required to separately register any Registrable Securities in response to such request, and such request shall be deemed to be a notice under Section 3.2 that the Company cooperate in effecting a Shelf Take Down of the Registrable Securities pursuant to such Shelf Registration Statement.
Shelf Registration Statements. At the request of a Holder, the Company shall use its best efforts to promptly file a registration statement on Form S-3 or such other form under the Securities Act then available to the Company providing for (a) the issuance of Common Stock upon an exchange, from time to time, of Greystone Exchangeable LLC Interests held by any Greystone Holder and (b) the resale pursuant to Rule 415 from time to time by the requesting Holder of such number of shares of Registrable Securities requested by such Holder to be registered thereby (including the Prospectus, amendments and supplements to the shelf registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such shelf registration statement, the “Shelf Registration Statement”). The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the SEC as of immediately following the Lock-up Expiration. The Company shall maintain the effectiveness of the Shelf Registration Statement (or a replacement thereof) for as long as any Holder owns any Registrable Securities.
Shelf Registration Statements. To the extent that any Registrable Securities are permitted to be sold under any applicable Lock-Up only in underwritten offerings, the shelf registration statement, or a prospectus supplement relating to such shelf registration statement, may permit sales only in underwritten offerings. To the extent that any Registrable Securities are not required by any applicable Lock-Ups to be sold in an underwritten offering, such shelf registration statement, or a prospectus supplement relating to such shelf registration statement, shall include a plan of distribution that provides as much flexibility as is reasonably possible, including with respect to resales by transferee Holders.
Shelf Registration Statements. (i) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the resale of the Warrant Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Warrant Unit Registration Statement”) and (ii) cause such initial Registration Statement to become effective no later than the Target Effective Date for the Warrant Unit Registrable Securities.
(ii) The Partnership shall use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act (or an amendment to the Registration Statement filed pursuant to Section 2.01(a)(i)) to permit the resale of the Conversion Unit Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Conversion Unit Registration Statement”) and (ii) cause such initial Registration Statement or such amendment to become effective no later than the Target Effective Date for the Conversion Unit Registrable Securities.
(iii) After the second anniversary of the date hereof, upon the written request of Purchasers holding a majority of the Series A Preferred Unit Registrable Securities, the Partnership shall use its commercially reasonable efforts to prepare and file, and cause to