Additional Registrations. From time to time, the Investors may, by written notice to the Company, request that an amount of Additional Registrable Securities be registered on an Additional Registration Statement (each such notice, an “Additional Registrable Securities Notice”). If the Company shall have received Additional Registrable Securities Notices with respect to an amount of Additional Registrable Securities exceeding the Additional Required Registration Amount, the Company shall prepare, and, as soon as reasonably practicable but in no event later than each Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable Securities subject to such Additional Registrable Securities Notices. In the event that Form S-3 is unavailable for such a registration in accordance with SEC Guidance, the Company shall use such other appropriate form as is available for such a registration in accordance with SEC Guidance, subject to the provisions of Section 2(d). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least
that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the Business Day prior to the date such Additional Registration Statement is initially filed with the SEC (in each instance, an “Additional Filing Determination Date”), subject to adjustment as provided in Section 2(e). Not later than five Business Days prior to each anticipated Additional Filing Determination Date, the Company shall provide written notice to the Investors of such anticipated Additional Filing Determination Date. Each Investor shall notify the Company of the number of Additional Registrable Securities to be included by it in such Initial Registration Statement (and shall provide such other information as is required by Section 4(a)) not later than the third Business Day after receipt of such notice from the Company. The Company shall use its commercially reasonable efforts to have each Additional Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Additional Effectiveness Deadline. By the end of the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with SEC Guidance a final prospectus to be used in connection with sales pursuant to such Additional Registration Statement. The Company shall not be required to file an Additional Registration Statement unless the total number of Additional Registrable Securities subject to Additional Registrable Securities Notices is greater than the Additional Required Registration Amount. The requirements of this Section 2(b) may be satisfied by means of a post-effective amendment to an already effective Registration Statement in lieu of a new Registration Statement.
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