Additional Shelf Registration Statement definition

Additional Shelf Registration Statement has the meaning set forth in Section 2.2.3.
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Additional Shelf Registration Statement means any "shelf" registration statement of the Company filed pursuant to the provisions of Section 2(b) hereof which covers the Additional Transfer Restricted Securities on Form S-3 or on another appropriate form (as determined by the Company) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all documents incorporated or deemed to be incorporated by reference therein.
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Additional Shelf Registration Statement means the shelf registration statement referred to in Section 2(b), as amended or supplemented by any amendment or supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Shelf Registration Statement.
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Examples of Additional Shelf Registration Statement in a sentence

  • With regard to any such Additional Shelf Registration Statement, all of the provisions of this Section 2.2.3 shall again be applicable to the Cut Back Shares.

  • All partners of a limited partnership enterprise that has not completed registration shall have unlimited liability for the debts of the partnership occurring during the period of establishment.Article 70.

  • The Company shall give Rho, Xxxxx and Prentice prompt notice of the amount of Shelf Registrable Securities excluded from each Additional Shelf Registration Statement.

  • Any such Additional Shelf Registration Statement shall cover the Shelf Registrable Securities on a pro rata basis among the Shelf Holders based upon the number of 2011 Shares purchased by each Shelf Holder.

  • Holders who have not delivered a Questionnaire at least one Business Day prior to the effectiveness of the Shelf Registration Statement or the Additional Shelf Registration Statement, as applicable, will not be named as selling Holders in the related Prospectus.

  • Except pursuant to registration rights obligations of the Company in existence prior to such Spectrum Closing Date, the Company's securityholders (other than the Holders) shall not have the right to include any of the Company's securities in the Additional Shelf Registration Statement.

  • At the time the Shelf Registration Statement or the Additional Shelf Registration Statement, as applicable, is declared effective, each Holder shall be named as a selling securityholder in the Shelf Registration Statement or the Additional Shelf Registration Statement, as applicable, and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law.

  • Reasonable efforts shall be deemed to have been used notwithstanding an inability to have the Additional Shelf Registration Statement declared or kept effective due to an inability to obtain the consent of the Company's accountants after the use of reasonable efforts to obtain such consent by the Company.

  • In no event shall the liability of any selling Holder of Transfer Restricted Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Transfer Restricted Securities pursuant to the Shelf Registration Statement or the Additional Shelf Registration Statement, as applicable, giving rise to such indemnification obligation.

  • The parties hereto agree that the Additional Amounts provided for in this section constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement or the Additional Shelf Registration Statement, as applicable, to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.


More Definitions of Additional Shelf Registration Statement

Additional Shelf Registration Statement. As defined in Section 2(a)(ii)(A) hereto. Affiliate: As such term is defined in Rule 405 under the Securities Act. Agreement: This Registration Rights Agreement, as amended, modified or otherwise supplemented from time to time in accordance with the terms hereof.
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Additional Shelf Registration Statement shall have the meaning as defined in Section 2(a)(ii)(A) hereof.
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Related to Additional Shelf Registration Statement

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Shelf Registration Statement means the Shelf Registration Statement as defined in the Registration Rights Agreement.

  • Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.

  • Resale Shelf Registration Statement shall have the meaning given in subsection 2.3.1.

  • Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

  • Initial Shelf Registration See Section 3(a).

  • Subsequent Shelf Registration shall have the meaning given in subsection 2.3.2.

  • Shelf Registration means a registration effected pursuant to Section 2(b) hereof.

  • Shelf Registration Event shall have the meaning set forth in Section 2(b) hereof.

  • Shelf Registration Period has the meaning set forth in Section 3(b) hereof.

  • Shelf Registration Event Date shall have the meaning set forth in Section 2(b) hereof.

  • Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).

  • Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • New Registration Statement has the meaning set forth in Section 2(a).

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Shelf Filing Event shall have the meaning set forth in Section 2(c) hereof.

  • Shelf Filing Deadline As defined in Section 4(a) hereof.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.