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Entertainment Gaming Asia Inc. Message Board

  • pjv2xyw9dww4b5 pjv2xyw9dww4b5 Mar 4, 2007 1:58 AM Flag

    registration of Elixir's shares

    of is:

    "5.18 Shelf Registration. On or prior to the Filing Date, the Company shall prepare and file with the Commission a �Shelf� Registration Statement covering the resale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, to be made on a continuous basis pursuant to Rule 415. The Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, reasonably acceptable to Holders of a majority of the Registrable Securities), as modified by the Company as necessary to conform to comments from the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company�s transfer agent and the affected Holders (the 'Effectiveness Period'). Within two Trading Days after the Registration Statement is declared effective, the Company shall (i) file a final Prospectus with the Commission pursuant to Rule 424 and (ii) notify the Holders via facsimile of effectiveness of the Registration Statement."

    "'Filing Date' means, with respect to the initial 'Shelf' Registration Statement required hereunder, the 30th calendar day following the Closing."

    "'Closing' means the Closing of the purchase and sale of the Shares and Warrants pursuant to Section 2.1."

    "'Effectiveness Date' means, with respect to the initial Registration Statement required to be filed hereunder, the 60h calendar day following the Closing (the 75h calendar day in the case of a 'full review' by the Commission."

    The Closing seems to be on Jan. 18, 2007 ( ).

    The 30th calendar day following Jan. 18, 2007 was Feb. 17, 2007. According to the agreement, VNX has already filed the Shelf Registration Statement.

    The 60th calendar day following Jan. 18, 2007 is March 19, 2007. The 75th calendar day following Jan. 18, 2007, is April 3, 2007. If the registration statement does not get a full review, we may get a peek at it before the 10-K is filed (end of March, like last year?...). Otherwise, we wait.

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