Common use of Registration Under the Securities Act Clause in Contracts

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) cause such Registration Statement to become effective and (iii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 4 contracts

Samples: Registration Rights Agreement (Sinclair Broadcast Group Inc), Registration Rights Agreement (Sinclair Broadcast Group Inc), Registration Rights Agreement (Sinclair Broadcast Group Inc)

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Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) cause such Registration Statement to become effective Securities and (iiiy) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Unless not permitted by applicable law or SEC policy, the Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The After the Exchange Offer Registration Statement has become effective, the Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 4 contracts

Samples: Registration Rights Agreement (Petroquest Energy Inc), Registration Rights Agreement (Petroquest Energy Inc), Registration Rights Agreement (NCR Corp)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors Guarantor shall use their reasonable best efforts to (i) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, Securities and (ii) cause such Registration Statement to become effective and (iii) have such Registration Statement remain effective until 180 days after the last date the Exchange Date Offer Registration Statement became effective for use by one or more Participating Broker-Dealers. The Company and the Guarantors Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after the Target Registration Date (or if such effective datedate is not a Business Day, the next succeeding Business Day). The Company and the Guarantors Guarantor shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 4 contracts

Samples: Registration Rights Agreement (Teva Pharmaceutical Industries LTD), Registration Rights Agreement (Teva Pharmaceutical Industries LTD), Registration Rights Agreement (Teva Pharmaceutical Industries LTD)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (ix) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) cause such Registration Statement to become effective Securities and (iiiy) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer for each series promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer for such series not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer for each series by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents documents, if any, to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 2 contracts

Samples: Registration Rights Agreement (ITT Corp), Registration Rights Agreement (ITT Corp)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) cause such Registration Statement to become effective Securities and (iiiy) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing or electronically delivering, pursuant to procedures of the depositary, the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 2 contracts

Samples: Registration Rights Agreement (Kaiser Aluminum Corp), Registration Rights Agreement (Kaiser Aluminum Corp)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the StaffStaff of the SEC, the Company and the Guarantors shall use their all commercially reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, Securities and (ii) cause such Registration Statement to become effective and (iii) have such Registration Statement remain effective until the earlier of (A) 180 days after the last closing of the Exchange Date for use by one or more Participating BrokerOffer and (B) such time as no broker-Dealersdealer holds any Registrable Securities. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their all commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 2 contracts

Samples: Note Registration Rights Agreement (Dex Media Inc), Registration Rights Agreement (Dex Media Inc)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) cause such Registration Statement to become effective Securities and (iiiy) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective datethe Target Registration Date. The Company and the Guarantors shall commence the Exchange Offer by mailing or otherwise making available in compliance with applicable procedures of the depositary for such Registrable Security the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 2 contracts

Samples: Registration Rights Agreement (Apergy Corp), Original Purchase Agreement (Apergy Corp)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) cause such Registration Statement to become effective Securities and (iiiy) have such Registration Statement become and remain effective until 180 days after the last date the Exchange Date Offer Registration Statement became effective for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 2 contracts

Samples: Registration Rights Agreement (Truven Holding Corp.), Registration Rights Agreement (Cumulus Media Inc)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) cause such Registration Statement to become effective Securities and (iiiy) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective datedate and, in any event, not later than the Target Registration Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 2 contracts

Samples: Registration Rights Agreement (Viasat Inc), Registration Rights Agreement (Viasat Inc)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (ix) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) cause such Registration Statement to become effective Securities and (iiiy) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer for each series promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer for such series not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer for each series of Registrable Securities by mailing (or, to the extent permitted by law, publishing, filing or making available) the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 1 contract

Samples: Registration Rights Agreement (Reynolds American Inc)

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Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, Securities not later than the Target Filing Date and (ii) cause such Registration Statement to become effective and (iii) have such Registration Statement remain effective until 180 days after the last date the Exchange Date Offer Registration Statement became effective for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 120 days after such effective datefiling the Exchange Offer Registration Statement (the “Target Completion Date”). The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 1 contract

Samples: Registration Rights Agreement (Molson Coors Brewing Co)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company Issuer and the Guarantors shall use their commercially reasonable best efforts to (ix) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) cause such Registration Statement to become effective Securities and (iiiy) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company Issuer and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company Issuer and the Guarantors shall commence the Exchange Offer by mailing (or, to the extent permitted by law, publishing, filing or making available) the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 1 contract

Samples: Registration Rights Agreement (DCT Industrial Trust Inc.)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors Guarantor shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, Securities and (ii) cause such Registration Statement to become effective and (iii) have such Registration Statement remain effective until 180 days after the last Exchange Date date the SEC declares such Registration Statement effective for use by one or more Participating Broker-Dealers. The Company and the Guarantors Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors Guarantor shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal (if any) and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 1 contract

Samples: Registration Rights Agreement (Empresa Brasileira De Aeronautica S.A.)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations interpretation of the StaffStaff of the Commission, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities, (ii) cause such to have the Exchange Offer Registration Statement declared effective within 285 days of the Closing Date and to become effective and (iii) have such Registration Statement remain effective until 180 days after the last closing of the Exchange Date for use by one or more Participating Broker-DealersOffer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is has been declared effective by the SEC Commission and use their reasonable best efforts to complete consummate the Exchange Offer not later than 60 within 30 business days after such of the effective datedate of the Exchange Offer Registration Statement. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal Exchange Offer Prospectus and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 1 contract

Samples: Registration Rights Agreement (Lear Corp /De/)

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed on or prior to 360 days after the Issue Date an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, Securities and (ii) cause such Registration Statement use commercially reasonable efforts to become effective and (iii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete issue on or prior to 390 days after the Issue Date, or longer if required by the federal securities laws, Exchange Securities in exchange for all Registrable Securities tendered prior thereto in the Exchange Offer not later than 60 days after such effective dateOffer. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

Appears in 1 contract

Samples: Registration Rights Agreement (Dr Pepper Snapple Group, Inc.)

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