Effectiveness Deadline. Following the date hereof, but no later than 30 days following the Closing Date, the Partnership shall prepare and file a registration statement (the “Registration Statement”) under the Securities Act with respect to all of the Registrable Securities. The Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after the Closing Date. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and reasonably requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will, when it becomes effective, not contain an 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 (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement.
Effectiveness Deadline. No later than 30 Business Days following the Subsequent Closing Date, the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of all Common Unit Registrable Securities to be issued upon conversion of the Preferred Units pursuant to the provisions of the Amended and Restated Partnership Agreement from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act, on the terms and conditions specified in this Section 2.01 (a “Common Unit Registration Statement”) and subject to any transfer restrictions in the Amended and Restated Partnership Agreement. The Common Unit Registration Statement filed with the Commission pursuant to this Section 2.01(a) shall be on Form F-3 (or such successor form thereto permitting shelf registration of securities under the Securities Act), covering the Common Unit Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Common Unit Registrable Securities pursuant to Rule 415 (or any successor or similar rule adopted by the Commission then in effect) under the Securities Act at any time beginning on the effective date thereof. The Common Unit Registration Statement shall not be filed as an Automatic Shelf Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Common Unit Registration Statement filed pursuant to this Section 2.01(a) to become or be declared effective as soon as practicable thereafter, but in no event later than 180 calendar days after the initial filing date of such Common Unit Registration Statement (the “Common Initial Filing Date”). During the Effectiveness Period, the Partnership shall use its commercially reasonable efforts to cause such Registration Statement filed pursuant to this Section 2.01(a) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Common Unit Registration Statement is available or, if not available, that another registration statement is available for the resale of the Common Unit Registrable Securities until all Common Unit Registrable Securities have ceased to be Registrable Securities.
Effectiveness Deadline. The Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare a Registration Statement covering the Shares and Warrant Shares effective as soon as practicable after the date of the filing thereof and in any event no later than (i) 75 days following the Closing Date (or 90 days if the Commission reviews the Registration Statement) and (ii) five (5) Business Days after the date on which the staff of the Commission indicates via email or telephone that it will not review or has no further comments on the Registration Statement (such date, the “Effectiveness Deadline”).
Effectiveness Deadline. The Company shall (i), within seven (7) days following the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2013 with the SEC (and in no event later than March 31, 2014), file with the SEC a Shelf Registration Statement to cover resales of the Registrable Securities by the holders of such Registrable Securities and (ii) use its reasonable best efforts to have such Shelf Registration Statement declared effective within 60 days after the Closing Date. The Company agrees that no Person other than holders of such Registrable Securities shall be permitted to sell shares of Common Stock or other securities pursuant to the Shelf Registration Statement contemplated hereby. In addition, the Company shall, promptly after the completion of any sale of Option Shares and/or Option Notes (as such terms are defined in the Securities Purchase Agreement) to the Investors, take all action necessary to file an amendment to the Shelf Registration Statement (if such Shelf Registration Statement has previously been filed with the SEC) to register such Option Shares and/or Option Notes (including any Conversion Shares).
Effectiveness Deadline. The Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare a Registration Statement covering the Shares effective as soon as practicable after the date of the filing thereof and in any event within five (5) Business Days after the later of (i) the date on which the staff of the Commission (the “Staff”) indicates via email or telephone that it will not review or has no further comments on the Registration Statement, and (ii) the filing of all information required to be filed and incorporated by reference therein to the Registration Statement prior to any request for effectiveness, but in no event later than May 1, 2024 (such date, the “Effectiveness Deadline”).
Effectiveness Deadline. The Company shall (i) within 45 days after the Closing Date, file with the Securities and Exchange Commission (the “SEC”) a shelf-registration statement under the Securities Act (x) under which the Offering Holders (as defined below) may sell Offering Shares (as defined below) (y) that registers Offering Shares that are shares of Common Stock in an amount that is no less than 130% of the number of shares of Common Stock issuable upon the conversion of all of the then outstanding Convertible Bonds whether or nor such are then convertible, (ii) use its reasonable best efforts to have such registration statement declared effective within 120 days after the Closing Date, and (iii) at all times until the Registration Termination Date (as defined below), the Company shall maintain an effective shelf-registration statement under which the Offering Holders may sell Offering Shares that are shares of Common Stock that covers a number of shares of Common Stock that is no less than 130% of the number of Unissued Offering Shares that are shares of Common Stock plus the number of Outstanding Offering Shares that are shares of Common Stock. As used herein, “Offering Shares” means, as of any time, (a) shares of Common Stock previously issued upon conversion of the Convertible Bonds and not previously sold pursuant to an effective registration statement under the Securities Act or in a brokers’ transaction (as defined in Rule 144(g) promulgated under the Securities Act) (the “Outstanding Offering Shares”), and (b) shares of Common Stock then issuable upon conversion of the then outstanding Convertible Bonds (assuming for this purpose, that all such outstanding Convertible Bonds are fully converted, whether or not then convertible, and that any shareholder approval required for the issuance of such shares or units has been obtained) (the “Unissued Offering Shares”). The Investor (so long as it holds any Convertible Bonds or Offering Shares), together with its affiliates, and any Persons who hold any Convertible Bonds or Offering Shares acquired from any Offering Holder are hereafter referred to as “Offering Holders.” The Company agrees that no Person other than Offering Holders shall be permitted to sell shares of Common Stock or other securities pursuant to the shelf registration statement contemplated hereby. The Company will include in any registration statement filed or maintained by the Company pursuant to this Section 1(a) (i) the information required under the Secur...
Effectiveness Deadline. The Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare a Registration Statement covering the Shares and/or Warrant Shares effective as soon as practicable after the date of the filing thereof and in any event within five (5) Business Days after the earlier of (i) the date on which the staff of the Commission (the “Staff”) indicates via email or telephone that it will not review or has no further comments on the Registration Statement, or (ii) the filing of the Company’s Annual Report on Form 10-K for fiscal 2023, but in no event later than April 1, 2024 (such date, the “Effectiveness Deadline”).
Effectiveness Deadline. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the effectiveness deadline for the Option Registration Statement and for purposes of determining the respective rights and obligations of the Company and the Investors under the Registration Rights Agreement with respect to the effectiveness of the Option Registration Statement, the Additional Convertible Notes, if any, and the shares of Common Stock issuable upon the conversion of any of the Additional Convertible Notes shall be seventy-five (75) calendar days after the date on which the Additional Convertible Notes are initially issued by the Company if the Company’s financial statements would not be “stale” for purposes of complying with the applicable rules of Regulation S-X under the Securities Act for such registration (or if such date is not a Business Day, then the next succeeding Business Day), or if the Company’s financial statements would be “stale” for purposes of complying with Regulation S-X under the Securities Act for such registration, the earlier of (a) the date on which the Company is next required to file under the Securities Exchange Act of 1934 its financial statements on Form 10-K or 10-Q and (b) the date on which the Company actually files under the Securities Exchange Act of 1934 its 10-K or 10-Q, in each case after the date on which the Additional Convertible Notes are initially issued by the Company (or if such date is not a Business Day, then the next succeeding Business Day) (the “Option Registration Statement Effectiveness Deadline”).
Effectiveness Deadline. The term “Effectiveness Deadline” means with respect to any Registration Statement the earlier of (i) the thirtieth (30th) day following the Filing Deadline (as defined below) or (ii) in the event the Registration Statement receives a “full review” by the SEC, the ninetieth (90th ) day following the Filing Deadline or (iii) the date which is within three Business Days after the date on which the SEC informs the Company that (x) the SEC will not review a Registration Statement or (y) the Company may request the acceleration of the effectiveness of a Registration Statement and the Company makes such request; provided, that, in any event (i), (ii) or (iii), if the Effectiveness Deadline falls on a Saturday, Sunday or any other day that is a legal holiday or a day on which the SEC is authorized or required by law or other government action to close, the Effectiveness Deadline shall be the following Business Day.
Effectiveness Deadline. Unless, prior to May 28, 2021 the Company has received substantially similar amendments from all other holders of convertible securities adjusting the variable rate conversion price to a fixed price of $0.04 or greater per share then this Agreement shall be null and void.
