Alternative Registration Statement definition

Alternative Registration Statement shall have the meaning assigned thereto in Section 2(b). “Base Indenture” shall have the meaning assigned thereto in the Preamble. “Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.
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Alternative Registration Statement shall have the meaning set forth in Section 2(b).
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Alternative Registration Statement shall have the meaning set forth in Section 2(b). GDSVF&H\W/3206493v3
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Examples of Alternative Registration Statement in a sentence

  • In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Alternative Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities.

  • The Commission requires that all Selling Securityholders that are registered broker- dealers or affiliates of registered broker-dealers be so identified in the Alternative Registration Statement.

  • Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Alternative Registration Statement and related Prospectus.

  • Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Alternative Registration Statement.

  • Certain legal consequences arise from being named as a selling securityholder in the Alternative Registration Statement and related Prospectus.

  • Upon any sale of Registrable Securities pursuant to the Alternative Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

  • By signing below, the undersigned acknowledges its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, in connection with any offering of Registrable Securities pursuant to the Registration Statement (including any Alternative Registration Statement).

  • A copy of the Exchange and Registration Rights Agreement has been filed as an exhibit to the Alternative Registration Statement and can be obtained from the Commission’s website at xxx.xxx.xxx.

  • Beneficial owners of Registrable Securities who do not properly complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Alternative Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

  • In order to have Registrable Securities included in the Alternative Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response].

Related to Alternative Registration Statement

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

  • 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.

  • 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.

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

  • 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.

  • Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof.

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