Supplemental Registration Statement definition
Examples of Supplemental Registration Statement in a sentence
Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 5.7 shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to PopMail by NetCalendar expressly for use in connection with the preparation of either the Initial Registration Statement or the Supplemental Registration Statement or any such amendment thereof.
In the event that PopMail issues Supplemental Purchase Price Shares pursuant to the provisions of Section 1.4 hereof, PopMail shall prepare and file a registration statement on Form S-3 (or any successor form thereto) (the "Supplemental Registration Statement") covering the resale of such securities with the SEC pursuant to Rule 415 of the Securities Act.
If a Registration Opinion cannot be delivered by the Company's independent counsel to the Subscriber on the Registration Opinion Deadline due to the existence of Material Facts, the Company shall promptly notify the Subscriber and promptly revise each of the Registration Statement and any Supplemental Registration Statement, as applicable, and deliver such Registration Opinion and updated prospectus as soon as possible thereafter.
PopMail will use its reasonable best efforts to have the Supplemental Registration Statement declared effective by the SEC on or before the 75th day following the Supplemental Closing Date (the "Supplemental Registration Due Date").
PopMail shall maintain the effectiveness of the Supplemental Registration Statement at all times until the first anniversary of the Supplemental Closing Date (the "Supplemental Registration Period").
PopMail shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Initial Registration Statement (and, if applicable, the Supplemental Registration Statement) and the prospectus(es) used in connection therewith as may be necessary to keep such Registration Statements effective at all times through the Registration Period and the Supplemental Registration Period.
The Company shall use its best efforts to have any Supplemental Registration Statement become effective as soon as practicable following the filing thereof.
The Registration Statement and the Supplemental Registration Statement do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
So long as (i) the Initial Registration Statement is maintained effective throughout the Registration Period and any Supplemental Registration Statement is maintained effective throughout the Supplemental Registration Period, and (ii) PopMail owns in excess of eight percent (8%) of NetCalendar's issued and outstanding shares of capital stock, on a fully diluted, as-converted basis, PopMail's designee shall continue to serve on the NetCalendar Board of Directors.
The Company hereby covenants to file, within 45 days of the date hereof, and have declared effective, within 90 days of the date hereof, another Registration Statement (the "Supplemental Registration Statement") with the Securities and Exchange Commission to register the shares of Common Stock underlying the additional Warrants to be issued to Holders hereunder.