Commission Comments definition

Commission Comments means written comments pertaining solely to Rule 415 which are received by the Company from the Commission, and a copy of which shall have been provided by the Company to the Holder, to a filed Registration Statement which limit the amount of shares which may be included therein to a number of shares which is less than such amount sought to be included thereon as filed with the Commission.

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Commission Comments means written comments pertaining solely to Rule 415 which are received by the Company from the Commission to a filed Registration Statement, a copy of which shall have been provided by the Company to the Holders, which either (i) requires the Company to limit the number of Registrable Securities which may be included therein to a number which is less than the number sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude Registrable Securities held by specified Holders or deem such Holders to be underwriters with respect to Registrable Securities they seek to include in such Registration Statement.

Commission Comments means written comments pertaining solely to Rule 415 (or which challenge the right of an Investor to have its Registrable Securities included in a Registration Statement filed hereunder without being deemed an underwriter) which are received by the Company from the Commission to a filed Registration Statement, a copy of which shall have been provided by the Company to the Holders, which either (i) requires the Company to limit the number of Registrable Securities which may be included therein to a number which is less than the number sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude Registrable Securities held by specified Holders or deem such Holders to be underwriters with respect to Registrable Securities they seek to include in such Registration Statement.

Examples of Commission Comments in a sentence

• The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which it (i) characterizes any Holder as an underwriter, (ii) excludes a particular Holder due to such Holder refusing to be named as an underwriter, or (iii) reduces the number of Registrable Securities being registered on behalf of a Holder except pursuant to, in the case of subsection (iii), the Commission Comments, without, in each case, such Holder’s express written authorization.

• Accordingly, for example, if shares included in an initial Registration Statement filed under Section 1(a) are removed from such Registration Statement filed under Section 1(a) due to Commission Comments and Commission Comments again require shares to be removed for such newly filed Registration Statement under this Section 1(c), then the Company will prepare and file additional Registration Statements until such time as all such required shares are covered by effective Registration Statements.

• If as a result of Commission Comments, not all shares are included that are desired to be included in a Registration Statement for the Demand Shares, the provisions of Section 1(c) shall apply, subject to the Demand Priority (as defined below) of the Requesting Group.

• In such case, the liquidated damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with Commission Comments to be included in such Registration Statement.

• Accordingly, if for example, an initial Registration Statement is filed under Section 2(b) to register Registrable Securities removed from a Registration Statement filed under Section 2(a) due to Commission Comments and Commission Comments again require shares to be removed for such newly filed Registration Statement under this Section 2(b), then the Company will prepare and file additional Registration Statements until such time as all such required shares are covered by effective Registration Statements.

• In the event all of the Registrable Securities of the Holders cannot be included in a Registration Statement under Sections 1(a), 1(c) or 1(d) hereof due to Commission Comments or underwriter cutbacks, then the Company, unless otherwise prohibited by the Commission, shall cause the Registrable Securities of the Holders to be included in such Registration Statement to be reduced pro rata based on the number of registrable securities held by all holders of registration rights.

• If as a result of Commission Comments or Commission Guidance, not all shares are included that are desired to be included in a Registration Statement for the Demand Shares, the provisions of Section 1(c) shall apply, subject to the Demand Priority (as defined below) of the Requesting Group.

• The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which it (i) characterizes any Holder as an underwriter, (ii) excludes a particular Holder due to such Holder refusing to be named as an underwriter, or (iii) reduces the number of Registrable Securities being registered on behalf of a Holder (except pursuant to, in the case of this subsection (iii), the Commission Comments), without, in each case, such Holder’s express written authorization.

• In the event all of the Registrable Securities of the Investor cannot be included in a Registration Statement under Sections 1(a), 1(c) or 1(d) hereof due to Commission Comments or underwriter cutbacks, then the Company, unless otherwise prohibited by the Commission, shall cause the Registrable Securities of the Investor to be included in such Registration Statement to be reduced pro rata based on the number of registrable securities held by all holders of registration rights.

• The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which it (i) characterizes any Holder as an underwriter, (ii) excludes a particular Holder due to such Holder refusing to be named as an underwriter, or (iii) reduces the number of Registrable Securities being registered on behalf of a Holder except pursuant to, in the case of subsections (ii) or (iii), the Commission Comments, without, in each case, such Holder’s express written authorization.

More Definitions of Commission Comments

Commission Comments means written comments pertaining solely to Rule 415 which are received by the Company from the Commission, and a copy of which shall have been provided by the Company to the Holders, to a filed Registration Statement which either (i) requires the Company to limit the amount of shares which may be included therein to a number of shares which is less than such amount sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude shares held by certain Holders or deem such Holders to be underwriters with respect to their Registrable Securities.

Commission Comments means written comments pertaining solely to Rule 415 which are received by the Company from the Commission to a filed Registration Statement, a copy of which shall have been provided by the Company to the Holders, which either (i) requires the Company to limit the number of Registrable Securities and Permissible Piggyback Shares which may be included therein to a number which is less than the number sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude Registrable Securities and Permissible Piggyback Shares held by specified Holders or deem such Holders to be underwriters with respect to Registrable Securities and Permissible Piggyback Shares they seek to include in such Registration Statement.

Commission Comments means written comments which are received by the Company from the Commission, and a copy of which shall have been provided by the Company to the Noteholder, to a filed Registration Statement which limit the amount of shares of Common Stock which may be included therein to a number of shares which is less than such amount sought to be included thereon as filed with the Commission.

Commission Comments means written comments pertaining solely to Rule 415 which are received by the Acquiror Company from the Commission to a filed Registration Statement, a copy of which shall have been provided by the Acquiror Company to the Acquiror Company Principal Shareholders, which either (i) requires the Acquiror Company to limit the number of Registrable Securities which may be included therein to a number which is less than the number sought to be included thereon as filed with the Commission or (ii) requires the Acquiror Company to either exclude Registrable Securities held by the Acquiror Company Principal Shareholders or deem any of the Acquiror Company Principal Shareholders to be an underwriter with respect to Registrable Securities it seeks to include in such Registration Statement.

Commission Comments means written comments pertaining to Rule 415 which are received by the Company from the Commission, and a copy of which shall have been provided by the Company to the Holders, to a filed Registration Statement which either (i) requires the Company to limit the amount of shares which may be included therein to a number of shares which is less than such amount sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude shares held by certain Holders or deem such Holders to be underwriters with respect to their Registrable Securities.