Exchange Registration Statement Clause Samples

Exchange Registration Statement. 5 GAAP................................................................................ 5

Exchange Registration Statement. In connection with an Exchange Offer, the Company shall (i) comply with all applicable provisions of Section 8(b) below, (ii) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Shares by Broker-Dealers that tendered in the Exchange Offer Preferred Shares that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities being sold in accordance with the intended method or methods of distribution thereof, and (iii) comply with all of the following provisions: (A) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company to consummate an Exchange Offer for such Preferred Shares. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, participating in telephonic conferences with the Commission, delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and diligently pursuing a resolution (which need not be favorable) by the Commission staff. (B) Prior to effectiveness of the Exchange Registration Statement, the Company shall provide a supplemental letter to the Commission stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to Section 8(a)(i) above, including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Shares to be received in the Exchange Offer and that, to the best of the Compa...

Exchange Registration Statement. See Section 2(a) hereof. Filing Date: (i) with respect to the Exchange Registration Statement, the 90th day after the Issue Date and (ii) with respect to any Shelf Registration, (A) if no Exchange Registration Statement has been filed by the Issuer pursuant to this Agreement, the 90th day after the Issue Date and (B) in each other case (which may be applicable notwithstanding the consummation of the Exchange Offer), the 180th day after the delivery of a Shelf Notice. Holder: Any holder of a Registrable Note.

Exchange Registration Statement. See Section 2(a) hereof. Filing Date: The 180th day after the Issue Date, or, if that day is not a Business Day, the first Business Day thereafter. FINRA: Financial Industry Regulatory Authority, Inc. Guarantor: See the introductory paragraphs hereto. Holder: Any beneficial holder of Registrable Notes.

Exchange Registration Statement. See Section 4.

Exchange Registration Statement. See Section 2. ------------------------------- Filing Date: The 30th day after the Closing Date. ----------- Holder: Any holder of Registrable Notes. ------ Indenture: The Indenture, dated as of July 24, 1997, between the --------- Company and First Trust of New York, National Association, as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms thereof.