Registration statement clause: Copy, customize, and use instantly
Introduction
A registration statement clause governs the process by which a company registers securities with the appropriate regulatory authority, typically in relation to an initial public offering (IPO) or secondary offering. This clause outlines the requirements for the preparation, filing, and effectiveness of the registration statement, ensuring compliance with securities laws and providing clarity on the parties’ obligations in the registration process.
Below are templates for registration statement clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Filing of registration statement
This clause defines the filing of the registration statement.
The Company shall prepare and file with the [regulatory authority] a registration statement on Form [type of form] for the offer and sale of securities under this Agreement. The Company agrees to use commercially reasonable efforts to cause such registration statement to become effective as promptly as possible.
Registration statement and effectiveness timeline
This clause sets a timeline for filing and effectiveness.
The Company shall file a registration statement with the [regulatory authority] within [specified number] days after the execution of this Agreement. The Company agrees to cause such registration statement to be declared effective by the [regulatory authority] within [specified time period] after filing.
Registration statement obligations of the company
This clause outlines the company’s obligations regarding the registration statement.
The Company shall prepare and file a registration statement with the [regulatory authority], and shall provide all necessary information and documents required by law to ensure the effectiveness of the registration statement. The Company agrees to make all necessary amendments and supplements to the registration statement to keep it accurate and complete.
Registration statement for secondary offering
This clause defines the registration statement for a secondary offering.
The Company agrees to file a registration statement with the [regulatory authority] to register the sale of securities by [selling shareholder(s)] in connection with a secondary offering. The Company shall bear all costs associated with the filing of the registration statement, except for underwriting fees and other costs incurred by the selling shareholders.
Registration statement and prospectus delivery
This clause defines the requirement for delivery of the prospectus.
The Company shall, as promptly as practicable, prepare and deliver to each potential purchaser of the securities a copy of the prospectus included in the registration statement. The Company shall ensure that the prospectus complies with applicable laws and regulations, and that it is made available to investors before any sale of securities.
Registration statement and amendment process
This clause defines the amendment process for the registration statement.
The Company shall promptly amend the registration statement if, at any time, the registration statement or any prospectus related to the offering contains an untrue statement of a material fact or omits to state a material fact required to be stated. The Company shall use reasonable efforts to ensure that the amended registration statement is filed with the [regulatory authority] and becomes effective.
Registration statement compliance with securities laws
This clause ensures compliance with securities laws.
The Company shall prepare the registration statement in compliance with all applicable securities laws and regulations, including the Securities Act of [year] and the rules and regulations of the [regulatory authority]. The Company shall also ensure that the registration statement is filed and maintained in accordance with such laws.
Registration statement and expenses
This clause defines the expenses related to the registration statement.
The Company shall bear all expenses related to the preparation, filing, and effectiveness of the registration statement, including legal fees, filing fees, and printing costs. The Company shall not be responsible for any expenses incurred by the investors, such as underwriting commissions or discounts.
Registration statement filing rights of the investor
This clause grants registration statement filing rights to the investor.
In the event the Company is required to file a registration statement for the sale of securities, the investor shall have the right to request that the Company include the investor’s securities in such registration statement. The Company shall use reasonable efforts to include the investor’s securities in the registration statement on the same terms as the Company’s securities.
Registration statement and delay in effectiveness
This clause defines the consequences of a delay in effectiveness.
If the registration statement is not declared effective by the [regulatory authority] within [specified period] of the filing date, the Company shall use commercially reasonable efforts to resolve any issues delaying effectiveness. If the registration statement is not effective within [extended time period], the investor may, at their discretion, terminate this Agreement.
Registration statement and indemnification provisions
This clause defines indemnification provisions in relation to the registration statement.
The Company agrees to indemnify and hold harmless the investors from and against any losses, claims, damages, or liabilities arising from any untrue statement or omission in the registration statement, except to the extent that such claims arise from the investors’ misstatements or omissions.
Registration statement and underwriter's obligations
This clause defines the underwriter's obligations regarding the registration statement.
The Company shall, at the request of the underwriter, cooperate with the underwriter in preparing and filing the registration statement. The Company agrees to provide all information necessary for the preparation of the prospectus and to ensure that the registration statement is effective at the time of the underwriter's public offering.
Registration statement for IPO
This clause specifies the registration statement for an initial public offering.
The Company shall prepare and file a registration statement for an initial public offering (IPO) with the [regulatory authority], and shall use commercially reasonable efforts to have the registration statement declared effective. The Company agrees to work with the underwriters in connection with the IPO and to ensure that the registration statement is complete and accurate.
Registration statement and updating of financial information
This clause requires updates to financial information in the registration statement.
The Company shall update its financial statements and other financial information included in the registration statement, as necessary, to reflect the most recent financial results before the registration statement is declared effective by the [regulatory authority]. The Company shall file any amendments to the registration statement to keep it current and accurate.
Registration statement for follow-on offering
This clause defines the registration statement for a follow-on offering.
The Company agrees to file a registration statement with the [regulatory authority] in connection with any follow-on offering of securities. The Company will use its best efforts to ensure the registration statement becomes effective promptly and that the offering is conducted in compliance with applicable securities laws.
Registration statement and pricing terms
This clause outlines the pricing terms for the registration statement.
The Company shall, in consultation with the underwriters, determine the price of the securities to be offered under the registration statement. The price will be determined based on market conditions and investor demand, and will be included in the registration statement before the offering proceeds.
Registration statement and confidential treatment of information
This clause specifies the confidential treatment of sensitive information in the registration statement.
The Company agrees to take reasonable steps to ensure that any confidential information included in the registration statement is treated in accordance with applicable law. If necessary, the Company may seek confidential treatment of specific portions of the registration statement from the [regulatory authority].
Registration statement and investor participation rights
This clause outlines investor participation in the registration statement process.
The Company agrees to provide the investors with an opportunity to review and comment on the registration statement before it is filed with the [regulatory authority]. The investors will have the right to request changes to the registration statement, provided such changes are consistent with applicable laws and regulations.
Registration statement filing upon request by holders
This clause defines the filing of a registration statement at the request of shareholders.
Upon the written request of holders of at least [percentage]% of the securities issued under this Agreement, the Company shall prepare and file a registration statement with the [regulatory authority] for the offer and sale of such securities. The Company shall bear all costs associated with the registration, excluding the selling shareholders’ costs.
Exercise of registration rights upon request
This clause specifies registration rights upon request.
The Company agrees to file a registration statement for the securities held by the investors upon their written request, provided that the investors hold at least [specified percentage]% of the total outstanding shares covered by this Agreement. The Company will use reasonable efforts to ensure that the registration statement is filed within [specified time period] of the request.
Registration statement and timing of filing
This clause defines the timing for filing the registration statement.
The Company shall file the registration statement with the [regulatory authority] within [specified period] of the completion of this Agreement. The Company agrees to work expeditiously to ensure that the registration statement is filed on time and that all necessary documents are provided to the [regulatory authority].
Registration statement for qualified institutional buyers (QIBs)
This clause specifies registration for QIBs.
The Company shall file a registration statement with the [regulatory authority] to register the securities for sale to qualified institutional buyers (QIBs). The registration statement shall be in compliance with the provisions of [securities law], and the Company shall bear all costs associated with the filing.
Registration statement with market-based adjustments
This clause defines market-based adjustments for the registration price.
The Company shall file a registration statement with the [regulatory authority] and adjust the offering price based on market conditions. If the market price fluctuates significantly during the registration process, the offering price will be adjusted accordingly to ensure it is competitive and aligns with current market conditions.
Registration statement and right to withdraw
This clause specifies the right to withdraw the registration statement.
The Company retains the right to withdraw the registration statement at any time prior to its effectiveness, should it determine that continuing with the registration is not in the best interest of the company. If the registration statement is withdrawn, the Company shall notify the investors in writing.
Registration statement and third-party filings
This clause specifies third-party involvement in the registration process.
The Company may permit third parties to include their securities in the registration statement, provided such inclusion is consistent with applicable laws and regulations. The Company will cooperate with such third parties in the preparation and filing of the registration statement.
Filing of a shelf registration statement
This clause defines the filing of a shelf registration statement.
The Company agrees to file a shelf registration statement with the [regulatory authority], allowing the securities to be sold in one or more offerings over a period of time. The Company shall use commercially reasonable efforts to ensure the registration statement is effective and maintained for its duration.
Registration statement and disclosure of material information
This clause defines the disclosure of material information in the registration statement.
The Company shall disclose all material information in the registration statement, including any events or circumstances that may affect the offering. The Company agrees to update the registration statement if any material changes occur before it becomes effective.
Registration statement with a lock-up period
This clause defines a lock-up period after registration.
The securities registered under this Agreement shall be subject to a lock-up period of [specified period] after the registration statement is declared effective. During this period, the investors shall not sell or transfer any securities without the Company’s prior written consent.
Registration statement for resale rights
This clause defines registration for resale rights.
The Company agrees to file a registration statement to allow the investors to resell their securities to the public. The Company will take all necessary steps to ensure the registration statement is effective and that the investors have the right to resell their securities in compliance with applicable securities laws.
Registration statement for public offerings
This clause specifies the registration statement for a public offering.
The Company shall file a registration statement for a public offering of securities under this Agreement. The registration statement shall be prepared in compliance with the applicable securities laws and will be filed with the [regulatory authority] promptly after the execution of this Agreement.
Registration statement and market-maker participation
This clause defines market-maker participation in the registration statement.
In the event of a public offering, the Company agrees to include market-makers in the registration statement, if required, to facilitate the offering and ensure liquidity. The registration statement shall comply with the necessary rules for market-maker participation in the offering process.
Registration statement and reasonable efforts to cause effectiveness
This clause specifies the Company’s efforts to ensure the registration statement becomes effective.
The Company agrees to use reasonable efforts to cause the registration statement to become effective as soon as practicable. The Company shall promptly respond to comments from the [regulatory authority] and take all necessary actions to ensure the registration statement remains on track.
Registration statement for resale upon conversion
This clause defines registration for resale after conversion.
If any securities issued under this Agreement are convertible into other securities, the Company shall file a registration statement to allow the resale of those securities upon conversion. The registration statement will be prepared and filed promptly to ensure compliance with applicable securities laws.
Registration statement and investor’s right to review
This clause specifies the investor’s right to review the registration statement.
Prior to filing the registration statement with the [regulatory authority], the Company shall provide the investors with a copy of the registration statement for their review. The investors shall have the right to request amendments or revisions to the registration statement if they believe any material information is missing.
Registration statement and right to include additional securities
This clause specifies the right to include additional securities in the registration statement.
If the Company issues additional securities during the registration process, the investors shall have the right to request that these additional securities be included in the registration statement. The Company agrees to include such securities in the registration, subject to applicable securities laws.
Registration statement and condition of effectiveness
This clause specifies conditions for effectiveness of the registration statement.
The effectiveness of the registration statement is contingent upon the Company’s compliance with all regulatory requirements, including the approval of the [regulatory authority]. If any condition necessary for the registration statement’s effectiveness is not met, the Company shall promptly notify the investors.
Registration statement and securities offering
This clause specifies the registration statement in relation to a securities offering.
The Company shall file a registration statement with the [regulatory authority] to facilitate the offering of securities under this Agreement. The registration statement shall comply with all relevant securities laws, and the Company shall use its best efforts to ensure the effectiveness of the registration statement.
Registration statement and rights of shareholders
This clause defines the rights of shareholders in the registration process.
The Company shall prepare and file a registration statement with the [regulatory authority] to register the shares held by the shareholders. The shareholders shall have the right to review and provide input on the registration statement prior to its filing.
Registration statement for secondary offering of shares
This clause defines the registration statement for a secondary offering.
The Company agrees to file a registration statement with the [regulatory authority] in connection with the secondary offering of shares by the shareholders. The Company will bear all costs related to the filing and approval of the registration statement, excluding costs incurred by the selling shareholders.
Registration statement and underwriter’s role
This clause defines the underwriter’s role in the registration process.
The Company agrees to engage an underwriter to manage the public offering and the filing of the registration statement. The underwriter will assist in the preparation and submission of the registration statement, ensuring compliance with applicable securities laws.
Registration statement and legal compliance
This clause defines the Company’s obligations regarding legal compliance.
The Company shall ensure that the registration statement is in compliance with all applicable laws and regulations, including those imposed by the [regulatory authority]. The Company will also ensure that the prospectus and other related documents meet legal requirements before filing the registration statement.
Registration statement for follow-up offerings
This clause defines the registration statement for follow-up offerings.
The Company shall file a registration statement to cover any additional securities to be offered in subsequent follow-up offerings. The registration statement will be updated as necessary to reflect new securities being offered.
Registration statement and obligations of the Company
This clause outlines the Company’s obligations in relation to the registration statement.
The Company shall file a registration statement with the [regulatory authority] and use reasonable efforts to ensure that the registration statement becomes effective. The Company agrees to update the registration statement as needed to ensure its accuracy and completeness.
Registration statement and confidentiality of documents
This clause ensures confidentiality of documents related to the registration statement.
All documents related to the registration statement, including internal memoranda, financial reports, and drafts, shall be kept confidential by the Company and its advisors. Disclosure of these documents shall only be made in compliance with applicable securities laws or as required by the [regulatory authority].
Registration statement and shareholder approval
This clause specifies shareholder approval for the registration statement.
The Company shall obtain the necessary approval from its shareholders prior to filing the registration statement. This approval will be sought through a shareholder meeting or written consent, in accordance with the Company’s bylaws.
Registration statement and approval process
This clause defines the approval process for the registration statement.
The Company shall submit the registration statement to the [regulatory authority] for review and approval. The Company agrees to respond to any comments or concerns raised by the [regulatory authority] and shall make all necessary amendments to ensure that the registration statement is approved.
Registration statement and timing of the public offering
This clause specifies the timing of the public offering in relation to the registration statement.
The Company shall file the registration statement with the [regulatory authority] at least [specified period] before the scheduled public offering. The Company agrees to ensure that the registration statement becomes effective prior to the public offering date.
Registration statement and expenses borne by the Company
This clause specifies which expenses are borne by the Company in the registration process.
The Company shall bear all expenses related to the preparation, filing, and effectiveness of the registration statement, including legal and accounting fees, except for any costs incurred by the selling shareholders or underwriters.
Registration statement and amendment obligations
This clause defines the obligation to amend the registration statement.
If any information in the registration statement becomes inaccurate or incomplete after it is filed, the Company agrees to promptly amend the registration statement to correct such inaccuracies and to keep the registration statement current until the offering is completed.
Registration statement and withdrawal rights
This clause grants the right to withdraw the registration statement.
The Company reserves the right to withdraw the registration statement at any time before it is declared effective by the [regulatory authority]. If the registration statement is withdrawn, the Company will notify the investors in writing and reimburse any reasonable expenses incurred.
Registration statement and investor consent
This clause specifies the need for investor consent for certain actions.
The Company shall not take any actions that materially affect the terms or structure of the registration statement without obtaining the written consent of the investors holding a majority of the registered securities.
Registration statement for resale under Rule 144
This clause defines the registration statement for resale under Rule 144.
The Company shall file a registration statement with the [regulatory authority] to register the securities for resale under Rule 144 of the Securities Act, if applicable. The registration statement shall be prepared and filed in accordance with the requirements of Rule 144.
Registration statement and use of proceeds
This clause specifies how the proceeds from the offering will be used.
The Company shall outline in the registration statement how the proceeds from the public offering will be used. The Company agrees to update the registration statement to reflect any material changes in the intended use of proceeds.
Registration statement and market conditions
This clause defines the Company’s obligations regarding market conditions.
The Company shall file the registration statement and proceed with the offering only if market conditions are favorable. If market conditions deteriorate before the registration statement is declared effective, the Company may delay or withdraw the registration.
Registration statement for additional issuances
This clause defines the registration statement for additional securities.
If the Company issues additional securities within [specified period] following the registration, the Company agrees to file an amendment to the registration statement to include the newly issued securities.
Registration statement and disclosure of risk factors
This clause defines the Company’s obligation to disclose risk factors in the registration statement.
The Company agrees to disclose all relevant risk factors in the registration statement, including risks related to market fluctuations, business operations, and regulatory changes, in accordance with applicable securities laws.
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