Common Shelf Registration Statement definition

Common Shelf Registration Statement shall have the meaning set forth in Section 1(a).
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Common Shelf Registration Statement means a shelf registration statement (or any successor registration statement thereto) relating to the offer and sale of the Warrant Shares by the Holders, from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement and Rule 415 under the Securities Act.
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Common Shelf Registration Statement has the meaning ascribed to such term in Section 2.1 hereof.
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Examples of Common Shelf Registration Statement in a sentence

  • The Company shall promptly inform the Warrant Agent of any change in the status of the effectiveness or availability of the Common Shelf Registration Statement.

  • Notwithstanding the foregoing, the Holders will be able to exercise the Warrants only if (i) the Common Shelf Registration Statement relating to the Warrant Shares is effective and (ii) the Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside.

  • The Company shall use its reasonable best efforts to cause the Common Shelf Registration Statement to remain effective until the earlier of (i) such time as all Warrants have been exercised or (ii) the Expiration Date.

  • The Company shall promptly provide the Warrant Agent with written notice of the Distribution Date and any change in the status of the effectiveness or availability of the Common Shelf Registration Statement.

  • The Company shall use its reasonable best efforts to cause the Common Shelf Registration Statement to remain effective until the earlier of (i) such time as all Warrants have been exercised and (ii) the Expiration Date.

  • The Company shall use its best efforts to cause (a) the Warrant Shelf Registration Statement to remain effective until the earliest of (i) such time as all Warrants have been sold thereunder, (ii) two years after its effective date and (iii) until all Warrants can be sold without restriction under the Securities Act and (b) the Common Shelf Registration Statement to remain effective until the earlier of (i) such time as all Warrants have been exercised and (ii) the Expiration Date.

  • Any Ordinary Shares or other securities issued upon exercise of the Warrants pursuant to a Common Shelf Registration Statement in accordance with the provisions of Section 5.03 shall not bear any Share Private Placement Legend.

  • The Company shall promptly inform the Warrantholder of any change in the status of the effectiveness or availability of the Common Shelf Registration Statement.

  • No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement.

  • Notwithstanding the foregoing, in no event shall the Company be required to file a Common Shelf Registration Statement if an Opinion of Counsel addressed to the Company states that the exercise of the Warrants are exempt from the registration requirements of the Securities Act.

Related to Common Shelf Registration Statement

  • Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Shelf Registration Statement means the Shelf Registration Statement as defined in the Registration Rights Agreement.

  • Resale Shelf Registration Statement shall have the meaning given in subsection 2.3.1.

  • Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

  • Initial Shelf Registration See Section 3(a) hereof.

  • Subsequent Shelf Registration shall have the meaning given in subsection 2.3.2.

  • Shelf Registration means a registration effected pursuant to Section 2(b) hereof.

  • Shelf Registration Event shall have the meaning set forth in Section 2(b) hereof.

  • Shelf Registration Period has the meaning set forth in Section 3(b) hereof.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Shelf Registration Event Date shall have the meaning set forth in Section 2(b) hereof.

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).

  • New Registration Statement has the meaning set forth in Section 2(a).

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Resale Registration Statement means a registration statement under the Securities Act registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.