Required Registration Statement definition

Required Registration Statement means a Registration Statement other than a Shelf Registration Statement that covers the Registrable Securities requested to be included therein pursuant to the provisions of Section 5.1 pursuant to a Demand Registration on an appropriate form pursuant to the Securities Act, and which form is available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

Required Registration Statement means a Registration Statement that covers the Registrable Securities requested to be included therein pursuant to the provisions of Section 5.1 on an appropriate form pursuant to the Securities Act (other than pursuant to Rule 415), and which form is available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

Required Registration Statement means any Initial Registration Statement, New Registration Statement or Remainder Registration Statement.

Examples of Required Registration Statement in a sentence

• The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable.

• Notwithstanding the foregoing, from and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period").

• At any time or from time to time, the Holders of a majority of the Registrable Securities covered by a Required Registration Statement may elect to have such Registrable Securities sold in an Underwritten Offering and may select the investment banker or investment bankers and manager or managers that will serve as lead and co-managing Underwriters with respect to the offering of such Registrable Securities, subject to the consent of the Company which shall not be unreasonably withheld.

• At any time or from time to time, the Holders of a majority of the Registrable Securities covered by a Required Registration Statement may elect to have such Registrable Securities sold in an Underwritten Offering and may select the investment banker or investment bankers and manager or managers that will serve as lead and co-managing Underwriters with respect to the offering of such Registrable Securities, subject to the consent of Wyndham which shall not be unreasonably withheld.

• One or more Holders of Registrable Securities shall have the right from time to time to request in writing (a "Request") which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement.

More Definitions of Required Registration Statement

Required Registration Statement has the meaning set forth in Section 2.1.

Required Registration Statement means a Registration Statement pursuant to Section 2(a)(i).

Required Registration Statement means a Registration Statement which covers the sale of Registrable Securities by Holders requested to be included therein pursuant to the provisions of Section 2(a) on an appropriate form (in accordance with Section 4(a) hereof) pursuant to the Securities Act, and which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

Required Registration Statement means a Registration Statement which covers the Registrable Securities requested to be included therein pursuant to the provisions of Section 2(a) on an appropriate form (in accordance with Section 4(a) hereof) pursuant to the Securities Act, and which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

Required Registration Statement means any Demand Registration Statement or any Shelf Registration Statement, as applicable.

Required Registration Statement means a Registration Statement which covers the Registrable Securities requested to be included therein pursuant to a Required Registration on an appropriate form pursuant to the Securities Act (including pursuant to Rule 415 thereunder or any similar rule then in force), and which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. Notwithstanding any other provisions of this Agreement, (i) any Required Registration Statement filed pursuant to a Request by the MSCP Investor Group will be on Form S-3 (or any successor to such form); and (ii) the Company shall not be obligated to effect a Shelf Registration on Form S-1 or Form S-2 (or any successor to such forms).

Required Registration Statement means a registration statement on Form SB-1 or any successor form, or any other form selected by the Company that is available to it under the Securities Act which conforms with all applicable rules and regulations, with respect to all the Registrable Securities beneficially owned by the Purchasers following the final Closing (as such term is defined in the Securities Purchase Agreement) to permit the offer and re-sale from time to time of such Registrable Securities in accordance with the methods of distribution provided by the Purchasers. The Company and the Purchasers agree that the Purchasers will suffer damages if a Non-Registration Event occurs, and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if a Non-Registration Event should occur, then for each thirty (30) day period during the pendency of such Non-Registration Event, the Company shall deliver to each Purchaser, as liquidated damages, an amount equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) paid by such Purchaser for Securities (as such term is defined in the Securities Purchase Agreement), with such payment being pro-rated for any Non-Registration Event of less than thirty (30) days. Each such payment is hereinafter referred to as a "Non-Registration Event Penalty Payment". Notwithstanding the foregoing, in no event shall the Company be obligated to pay more than one Non-Registration Event Penalty Payment to the same Purchaser in respect of a substantively concurrent failure to perform; i.e., if a Non-Registration Event Penalty Payment is accruing due to failure to file a Required Registration Statement prior to the Required Filing Date, a separate Non-Registration Event Penalty Payment shall not be due for a contemporaneous failure to cause an Effectiveness Action to occur prior to the Required Effectiveness Date. The Company, at its sole discretion, shall pay the Non-Registration Event Penalty Payment in cash or in shares of its Common Stock, provided, that the Company may not elect to pay some Purchasers in cash while it pays others in Common Stock. In the event that the Company elects to pay the Non-Registration Event Penalty Payment to a Purchaser in shares of its Common Stock, it shall deliver unregistered, legended shares of its Common Stock whose aggregate Market Price is equal to the Non-Registration Event Penalty Payment due to such Purchaser. T...