Use of Registration Statement Sample Clauses

The 'Use of Registration Statement' clause defines how and for what purposes a registration statement filed with regulatory authorities, such as the SEC, may be utilized by the parties involved. Typically, this clause outlines the permissible uses of the registration statement, such as for offering securities to the public or for compliance with disclosure requirements, and may specify any restrictions on its use by third parties or affiliates. Its core practical function is to ensure that all parties understand the scope and limitations of the registration statement's use, thereby preventing misuse and maintaining regulatory compliance.
Use of Registration Statement. St. ▇▇▇▇ shall, and shall cause each other member (other than a member controlling St. ▇▇▇▇) of the St. ▇▇▇▇ Group and shall use its reasonable best efforts to cause each member of the St. ▇▇▇▇ Group controlling St. ▇▇▇▇ and each underwriter in connection with any public offering to, upon receipt by St. ▇▇▇▇ of the Company's notice pursuant to Section 2.5(e), promptly discontinue the disposition of Registrable Shares pursuant to the prospectus and registration statement contemplated by such notice, until such time as St. ▇▇▇▇ and the underwriters have received copies of the amended or supplemented prospectus contemplated by Section 2.5(e) and upon such receipt by St. ▇▇▇▇, St. ▇▇▇▇ shall, and shall cause each other member (other than a member controlling St. ▇▇▇▇) of the St. ▇▇▇▇ Group and shall use its reasonable best efforts to cause each member of the St. ▇▇▇▇ Group controlling St. ▇▇▇▇ and each underwriter in connection with any public offering to, deliver to the Company all copies in the possession of any member of the St. ▇▇▇▇ Group or any such underwriter at the time of receipt by St. ▇▇▇▇ of the Company's notice pursuant to Section 2.5(e) of any prospectus covering Registrable Shares.
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Use of Registration Statement. Purchaser shall, and shall cause each other member (other than a member controlling Purchaser) of the Purchaser Group and shall use its reasonable best efforts to cause each member of the Purchaser Group controlling Purchaser and each underwriter in connection with any public offering to, upon receipt by Purchaser of the Company's notice pursuant to Section 3(e)(v), promptly discontinue the disposition of Registrable Shares pursuant to the prospectus and registration statement contemplated by such notice, until such time as Purchaser and the underwriters have received copies of the amended or supplemented prospectus contemplated by Section 3(e)(v) and upon such receipt by Purchaser, Purchaser shall, and shall use its reasonable best efforts to cause each underwriter in connection with any public offering to, deliver to the Company all copies in the possession of Purchaser or any such underwriter at the time of receipt by Purchaser of the Company's notice pursuant to Section 3(e)(v) of any prospectus covering Registrable Shares.
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Use of Registration Statement. Each Shareholder agrees that, so long as it holds Registrable Securities and a Registration Statement is effective pursuant to Section 3(a), such Shareholder agrees to make any sale of Registrable Securities, whether or not such sale is an underwritten offering, pursuant to such Registration Statement and not by means of any exemption from registration under the Securities Act.
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Use of Registration Statement. Each of VE, VW and VNAC hereby agrees and acknowledges that (i) the Registration Statement shall relate exclusively to a sale of the Registered Shares by VW and VNAC in a firm commitment underwriting that is not being effected pursuant to Rule 415 under the Securities Act and (ii) the Registration Statement shall be used solely in connection with the Public Sale.
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Use of Registration Statement. Each Shareholder agrees that it will give TMP five business days notice in writing prior to any proposed utilization of the Registration Statement specifying the proposed number of shares of TMP Common Stock to be sold and the proposed dates of sale (which date shall be no more than ten days from the date of notice) and also specifying the proposed manner of sale. Such notice to be given by facsimile transmission for the attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., telecopy number (▇▇▇) ▇▇▇-▇▇▇▇. TMP must, if it wishes to prevent any Shareholder from using the Registration Statement, give notice to such effect to such Shareholder by the expiration of such five business day period. To the extent that any sale is not consummated within seven days of the proposed date of sale indicated in the original notice from any Shareholder, any proposed sale utilizing the Registration Statement shall once again be subject to the provisions of SECTION 8.5(B) and this SECTION 8.5(C). It is understood that TMP's failure to respond to any notice of proposed sale shall not be construed as permission to sell TMP shares in contravention of any other obligation of such Shareholder (such as contractual restrictions of resale set forth elsewhere in this Agreement).
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Use of Registration Statement. The Company shall not offer or sell any securities using, or otherwise use, the Registration Statement after the offering of the Securities.
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Use of Registration Statement. Upon receiving notice from Galera of any of the following events, each Holder shall suspend the use of any Registration Statement or related prospectus until Galera provides notice that the Registration Statement or related prospectus may again be used: (a) of the receipt by Galera of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Warrant Shares for sale in any jurisdiction, or the initiation or threatening of any Action for such purpose; (b) of the occurrence of any event or passage of time that makes the financial statements included in the Registration Statement ineligible for inclusion therein or any statement made in the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, related prospectus or other documents so that, in the case of the Registration Statement or the related prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (c) of the occurrence or existence of any pending corporate development with respect to Galera that Galera believes may be material and that, in the determination of Galera, makes it not in the best interest of Galera to allow continued availability of the Registration Statement or related prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding Galera or any of its subsidiaries.
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Related to Use of Registration Statement

  • Suspension of Registration Statement Notwithstanding Section 1.1 and 1.2 hereof, the Company shall be entitled to postpone the filing of the Registration Statement, or suspend the offering under the Registration Statement, if (i) the Company is contemplating an underwritten offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which underwritten offering, negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay, suspend or withdraw the Registration Statement for more than ninety (90) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of any notice from the Company of the happening of any event during the period the Registration Statement is effective that is of a type specified in the preceding sentence or as a result of which the Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, the Holders agree that (a) they will not exercise the Exchange Right until the Holders receive a notice from the Company that the misstatement(s) or omission(s) referred to above have been corrected and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company, and (b) each of the Holders will maintain the confidentiality of any information included in the notice delivered by the Company.

  • Copies of Registration Statement The Company will furnish the Dealer Manager with one signed copy of the Registration Statement, including its exhibits, and such additional copies of the Registration Statement, without exhibits, and the Prospectus and all amendments and supplements thereto, which are finally approved by the Commission, as the Dealer Manager may reasonably request for sale of the Shares.

  • Contents of Registration Statement (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

  • 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:

  • Renewal of Registration Statement The date of this Agreement is not more than three years subsequent to the initial effective date of the Registration Statement (the “Renewal Date”). If, immediately prior to the Renewal Date, this Agreement has not terminated and a prospectus is required to be delivered or made available by the Manager under the Securities Act or the Exchange Act in connection with the sale of such Securities, the Company will, prior to the Renewal Date, file, if it has not already done so, a new shelf registration statement or, if applicable, an automatic shelf registration statement relating to such Securities, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Date, and will take all other reasonable actions necessary or appropriate to permit the public offer and sale of such Securities to continue as contemplated in the expired registration statement relating to such Securities. References herein to the “Registration Statement” shall include such new shelf registration statement or automatic shelf registration statement, as the case may be.