A Registration Statement definition

A Registration Statement. (the "Registration Statement", which term shall include any additional registration statements filed in connection with the Notes as provided in the introductory paragraph of the Distribution Agreement) with respect to the Notes has been filed with the Securities and Exchange Commission (the "Commission"). The most recent basic Prospectus included in the Registration Statement, as supplemented with respect to the Notes, is herein referred to as the "Prospectus Supplement." The most recent supplement to the Prospectus with respect to the specific terms of the Notes is herein referred to as the "Pricing Supplement." The Notes will either be issued (a) in book-entry form and represented by one or more fully registered Notes (each, a "Book-Entry Note") delivered to the Trustee, as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC, or (b) in certificated form delivered to the purchaser thereof or a person designated by such purchaser. Owners of beneficial interests in Notes issued in book-entry form will be entitled to physical delivery of Notes in certificated form equal in principal amount to their respective beneficial interests only upon certain limited circumstances described in the Prospectus. General procedures relating to the issuance of all Notes are set forth in Part I hereof. Additionally, Notes issued in book-entry form will be issued in accordance with the procedures set forth in Part II hereof and Notes issued in certificated form will be issued in accordance with the procedures set forth in Part III hereof. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture or the Notes, as the case may be.

A Registration Statement. (the "Registration Statement") on Form S-8 or any successor form under the Securities Act, assuming continued eligibility by the Company to use such Form, for the purpose of registering for purchase and sale of the Option Shares. The Company shall bear the costs of preparing and filing the Registration Statement (other than any selling costs of the Optionee) and may include in such Registration Statement other shares of its Common Stock underlying options or awards granted to other persons. Notwithstanding the provisions of this Section 8, the Company shall not be obligated to file a registration statement hereunder if (i) the Purchased Shares may then be sold pursuant to Rule 144 under the Securities Act or (ii) the Company is not able to use a Form S-8.

A Registration Statement of the Fund has been prepared by the Fund in accordance with applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "SEC"), covering the Units. Said Registration Statement, which includes a preliminary prospectus, was first filed with the SEC on or about February 6, 2001. Copies of such Registration Statement and each amendment thereto have been or will be delivered to the Underwriter. (The Registration Statement and Prospectus, as finally amended and revised, are respectively hereinafter referred to as the "Registration Statement" and the "Prospectus.")

Examples of A Registration Statement in a sentence

• A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders.

• A Registration Statement with respect to the Shares has been prepared by the Company in accordance with applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations (the “Rules and Regulations”) of the SEC promulgated thereunder, covering the Shares.

• A Registration Statement shall not count as a permitted Demand Registration unless and until it has become effective.

• A Registration Statement filed pursuant to this Agreement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

• A Registration Statement on Form [S-3] under the Securities Act of 1933, as amended (the “Act”), with respect to the resale of the Shares was declared effective by the Securities and Exchange Commission on [date].

More Definitions of A Registration Statement

A Registration Statement with respect to the Partnership has been prepared by the Partnership in accordance with applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "SEC") promulgated thereunder, covering the Units. Said Registration Statement, which includes a preliminary prospectus, was filed with the SEC on October __, 2000. Copies of such Registration Statement and each amendment thereto have been or will be delivered to the Dealer Manager. (The Registration Statement and prospectus contained therein, as finally amended and revised at the effective date of the Registration Statement, are respectively hereinafter referred to as the "Registration Statement" and the "Prospectus," except that if the prospectus first filed by the Partnership pursuant to Rule 424(b) under the Securities Act shall differ from the Prospectus, the term "Prospectus" shall also include the Prospectus filed pursuant to Rule 424(b).)

A Registration Statement. (the "Registration Statement") covering a proposed public offering of its securities (collectively, the "Securities", and individually, a "Share") as described on the Information Sheet; and

A Registration Statement of the Company has been prepared by the Company in accordance with applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "SEC"), covering the 500,000,000 Units. Said Registration Statement, which includes a preliminary prospectus, was filed with the SEC on or about December ____, 2000. Copies of such Registration Statement and each amendment thereto have been or will be delivered to the Dealer Manager. (The Registration Statement and Prospectus, as finally amended and revised, are respectively hereinafter referred to as the "Registration Statement" and the "Prospectus."

A Registration Statement. (the "Registration Statement") relating to the Units and complying in form and substance with the requirements of the Securities Act of 1933, as amended (the "Act"), the rules and regulations thereunder (the "Rules") and current interpretations thereof by the Commission and courts of competent jurisdiction, and will use all reasonable efforts to cause the Registration Statement to be declared effective by the Commission on a date as to which we and the Company will agree (the "Effective Date").

A Registration Statement filed pursuant to this Section 4 not become effective due to the failure of the Holders to perform their obligations under this Agreement or the inability of the Holders to reach agreement with the underwriters on price or other customary terms for such transaction, or in the event the Holders of a majority in number of the Registrable Securities (assuming conversion of all Series D Preferred Stock held by Holders) determine to withdraw or do not pursue a request for registration pursuant to this Section 4 (in each of the foregoing cases, provided that at such time Acquiror is in compliance in all material respects with its obligations under this Agreement), then (subject to the last sentence of this Section 4(c)) such registration shall be deemed to have been effected for purposes of this Section 4. In such event, the Holders of Registrable Securities who requested registration shall reimburse Acquiror for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement. If such reimbursement is made within 30 Business Days following a request therefor, such registration shall not be deemed to have been effected for purposes of this Section 4.

A Registration Statement filed pursuant to this Section 2.1 may, subject to the following provisions and in addition to the Registrable Securities, include (i) shares of Common Stock for sale by the Company for its own account and (ii) shares of Common Stock held by persons other than the Company, the Preferred Holders and the Note Holders (the "Other Shareholders"), in each case for sale in accordance with the method of disposition specified by the Initiating Stockholders and subject to the exclusions provided herein. If such registration shall be underwritten, the Company, the Preferred Holders, the Note Holders and the Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting; the terms of which shall not be more favorable to the Company and such Other Shareholders than the terms afforded therein to the Initiating Stockholders. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the shares of Common Stock sought to be registered by the Preferred Holders, the Note Holders and the Other Shareholders and shares of Common Stock to be sold by the Company for its own account shall be excluded from such registration to the extent so required by such managing underwriter in the following order of priority: (1st) and unless the Other Shareholders and the Company have otherwise agreed in writing, such exclusion shall be applied first to the shares sought to be registered by the Other Shareholders to the extent any such reduction is required by the managing underwriter; (2nd) then to the shares of Common Stock of the Company to be included for its own account to the extent any such reduction is required by the managing underwriter; (3rd) then the shares sought to be registered by the Series AB Holders to the extent any such reduction is required by the managing underwriter; and (4th) then to the shares sought to be registered by the Series C Holders and the Note Holders, ratably between them treating them as one class for the purpose of this clause (d), to the extent any such reduction is required by the managing underwriter. In any event, all securities to be sold other than Registrable Securities of the Series C Holders and the Note Holders shall be excluded prior to any exclusion of Registrable S...

A Registration Statement. (the "Registration Statement," which term shall include any additional registration statements or amendments thereto filed in connection with the Notes as provided in the introductory paragraph of the Distribution Agreement) with respect to, among other securities, the Notes has been filed with the Securities and Exchange Commission (the "Commission"). The most recent base Prospectus included in the Registration Statement, as supplemented with respect to the Notes, is herein referred to as the "Prospectus." The most recent supplement to the Prospectus setting forth the purchase price, interest rate or formula, maturity date and other terms of the Notes (as applicable) is herein referred to as the "Pricing Supplement." The Notes will be issued in book-entry form and represented by one or more global certificates in fully registered form without coupons (each, a "Book-Entry Note") delivered to the Issuing Agent, as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC. General procedures relating to the issuance of the Notes are set forth in Part I hereof. Part II hereof sets forth procedures for the issuance of Notes in book-entry form. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the applicable Indenture or the Notes, as the case may be.