Common use of Registration Under the 1933 Act Clause in Contracts

Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 30 days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Securities not tendered will remain outstanding and shall continue to accrue dividends at the initial rate borne by the Registrable Securities and, other than Registrable Securities referred to in Section 2(b) below, will not retain any rights under this Agreement; (iv) that Holders electing to have Registrable Securities exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Securities, together with the enclosed letters of transmittal, to the institution and at the address (located in the

Appears in 1 contract

Samples: Registration Rights Agreement (Nextel Communications Inc)

AutoNDA by SimpleDocs

Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company and the Guarantors shall use its their reasonable best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its their reasonable best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 30 20 business days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Securities Security not tendered will remain outstanding and shall continue to accrue dividends at the initial rate borne by the Registrable Securities andinterest, other than Registrable Securities referred to in Section 2(b) below, but will not retain any rights under this Registration Rights Agreement; (iv) that Holders electing to have Registrable Securities exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Securities, together with the enclosed letters of transmittal, to the institution and at the address (located in the

Appears in 1 contract

Samples: Registration Rights Agreement (PSF Group Holdings Inc)

Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed filed, no later than 60 days after the Closing Date, an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence the Exchange Offer by mailing the Prospectus related exchange offer Prospectus to the Exchange Offer and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 30 20 business days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Securities Security not tendered will remain outstanding and shall continue to accrue dividends at the initial rate borne by the Registrable Securities andinterest in accordance with its terms, other than Registrable Securities referred to in Section 2(b) below, but will not retain any rights under this Registration Rights Agreement; (iv) that Holders electing to have Registrable Securities exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Securities, together with the enclosed letters of transmittal, to the institution and at the address (located in the

Appears in 1 contract

Samples: Registration Rights Agreement (Itc Deltacom Inc)

Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 30 days from the date such notice Prospectus is mailed) (the "Exchange Dates"); (iii) that any Registrable Securities not tendered will remain outstanding and shall continue to accrue dividends interest at the initial rate borne by the Registrable Securities and, other than Registrable Securities referred to in Section 2(b) below, will not retain any rights under this Agreement; (iv) that Holders electing to have Registrable Securities exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Securities, together with the enclosed letters of transmittal, to the institution and at the address (located in the

Appears in 1 contract

Samples: Registration Rights Agreement (Nextel Communications Inc)

Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 30 days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Securities not tendered will remain outstanding and shall continue to accrue dividends at the initial rate borne by the Registrable Securities and, other than Registrable Securities referred to in Section 2(b) below, will not retain any rights under this Agreement; (iv) that Holders electing to have Registrable Securities exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Securities, together with the enclosed letters of transmittal, to the institution and at the address (located in the

Appears in 1 contract

Samples: Registration Rights Agreement (Nextel Communications Inc)

AutoNDA by SimpleDocs

Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for Exchange Securities Notes, to have such Registration Statement declared effective by the SEC, and to have such Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days six months after such effective datethe Closing Date. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities Notes validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 30 20 business days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Securities Note not tendered will remain outstanding and shall continue to accrue dividends at interest in accordance with the initial rate borne by terms of the Registrable Securities andNotes, other than Registrable Securities referred to in Section 2(b) below, but will not retain any rights under this Registration Rights Agreement; (iv) that Holders electing to have Registrable Securities exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Securities, together with the enclosed letters of transmittal, to the institution and at the address (located in the

Appears in 1 contract

Samples: Registration Rights Agreement (Felcor/Lax Holdings Lp)

Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company and Guarantor shall use its their best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company and Guarantor to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company and Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 45 days after such effective date. The Company and Guarantor shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 30 20 business days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Securities Security not tendered will remain outstanding and shall will continue to accrue dividends at the initial rate borne by the Registrable Securities interest and, other than Registrable Securities referred to in Section 2(b) belowif a Senior Discount Note, will not retain any rights under this Agreement; (iv) that Holders electing to have Registrable Securities exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Securities, together with the enclosed letters of transmittal, to the institution and at the address (located in thewill

Appears in 1 contract

Samples: Registration Rights Agreement (Leap Wireless International Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!