Conversion of Form S-4 Sample Clauses

Conversion of Form S-4. Subject to the other provisions of this Agreement (including the covenant contained in Section 2.3 with respect to the absence of Suspension Notices), FelCor may, in its sole discretion, convert the Form S-4 Registration Statement filed by FelCor in connection with its issuance of shares of FelCor Common Stock pursuant to the Merger (the "Form S-4") to a Registration Statement on another form permitted to be used by FelCor for the registration under the Securities Act of the Registration Stockholders' offering and resale of Registrable Securities (in accordance with the intended methods of distribution). References herein to the "Form S-4" will be deemed to include the Registration Statement into which it may be converted, and the Form S-4 will be deemed to be a "Registration Statement" for all purposes of this Agreement.
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Conversion of Form S-4. Subject to the other provisions of this ---------------------- Agreement (including the covenant contained in Section 6 with respect to the absence of Suspension Notices during the 60 days following the date hereof), the parties acknowledge that the Company and OPCO may, in their sole discretion, convert the Form S-4 to a Registration Statement on another form permitted to be used by the Company and OPCO for the registration under the Securities Act of the Holders' offering and resale of Registrable Securities (in accordance with the intended methods of distribution); provided, however, that nothing in this -------- ------- Section shall negate the Company's and OPCO's obligation to file and maintain the effectiveness of the Registration Statement referred to in this Section 2. References herein to the "Form S-4" shall be deemed to include any Registration Statement into which it shall be converted, and the Form S-4 shall be deemed to be a "Registration Statement" for all purposes of this Agreement.
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Conversion of Form S-4. Subject to the other provisions of this Agreement, the parties acknowledge that Parent may, in its discretion, convert the Form S-4 Registration Statement to a Registration Statement on another form permitted to be used by Parent for the registration under the Securities Act of Stockholder's resale of its Merger Shares. References herein to the "Form S-4 Registration Statement" will be deemed to include any Registration Statement into which it will be converted, and the Form S-4 Registration Statement will be deemed to be a "Registration Statement" for all purposes of this Exhibit B.
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Conversion of Form S-4. Subject to the other provisions of this ---------------------- Agreement, the parties acknowledge that Patriot and Wyndham may, in their sole discretion, convert the Form S-4 to a Registration Statement on another form permitted to be used by Patriot and Wyndham for the registration under the Securities Act of the Blackstone Holders' offering and resale of their Registrable Securities (in accordance with the intended methods of distribution); provided, however, that nothing in this Section shall negate -------- ------- Patriot's and Wyndham's obligation to file and maintain the effectiveness of the Registration Statement referred to in Section 2(a). References herein to the "Form S-4" shall be deemed to include any Registration Statement into which it shall be converted, and the Form S-4 shall be deemed to be a "Registration Statement" for all purposes of this Agreement.
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Conversion of Form S-4. Subject to the other provisions of this Agreement (including the covenant contained in Section 6 with respect to the absence of Suspension Notices during the 60 days following the date hereof), acknowledge that the Company and OPCO may, in their sole discretion, convert the Form S-4 to a Registration Statement on another form permitted to be used by the Company and OPCO for the registration under the Securities Act of the Holders' offering and resale of Registrable Securities (in accordance with the intended methods of distribution); provided, however, that nothing in this Section shall negate the Company's and OPCO's obligation to file and maintain the effectiveness of the Registration Statement referred to in this Section 2. References herein to the "Form S-4" shall be deemed to include any Registration Statement into which it shall be converted, and the Form S-4 shall be deemed to be a "Registration Statement" for all purposes of this Agreement.
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Related to Conversion of Form S-4

  • of Form S-3 The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

  • Disqualification of Form S-1 For a period equal to seven (7) years from the date hereof, the Company will not take any action or actions which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Warrants under the Act.

  • Filing of Form 8-K On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Registered Offering Transaction Documents in the form required by the 1934 Act, if such filing is required.

  • Filing of Form 8-K and Registration Statement The Company agrees that it shall, within the time required under the 1934 Act, file a Current Report on Form 8-K disclosing this Agreement and the transaction contemplated hereby. The Company shall also file within ten (10) Business Days from the date hereof a new registration statement covering the sale of the Securities by the Buyer in accordance with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (“Registration Rights Agreement”).

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • Certificate of Formation The execution of the Certificate of Formation and the filing thereof in the office of the Secretary of State of the State of Delaware are hereby ratified, confirmed and approved.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • REGISTRATION OF FOREIGN SECURITIES The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

  • Conversion of Foreign Currency Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement. If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable. If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.

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