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 assigned thereto 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.

  • No holder shall be entitled to be named as a selling securityholder in the Alternative Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder.

  • The Company agrees to use commercially reasonable efforts to keep such Alternative Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding.

  • 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.

  • Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Alternative Registration Statement and related Prospectus.

  • The Company agrees to use commercially reasonable efforts to cause the Alternative Registration Statement to become or be declared effective no later than 90 days after such Alternative Registration Statement filing obligation arises (but no earlier than 270 days after the Closing Date).

  • During such time that Form S-3 is unavailable to the Company, all references to “Shelf Registration Statement” shall be deemed to include references to the Alternative Registration Statement for purposes of this 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).

  • The Company agrees to use commercially reasonable efforts to cause the Alternative Registration Statement to become or be declared effective no later than 90 days after such Alternative Registration Statement filing obligation arises (but no earlier than 455 days after the Closing Date).

  • The Company agrees to use commercially reasonable efforts to cause the Alternative Registration Statement to become or be declared effective no later than 90 days after such Alternative Registration Statement filing obligation arises (but no earlier than 310 days after the Closing Date).

Related to Alternative Registration Statement

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

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

  • 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.

  • 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.

  • 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.

  • Resale Registration Statement means a registration statement under the Securities Act registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.

  • 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.

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

  • Company Registration Statement means the Registration Statement, including the Prospectus, amendments and supplements to the Registration Statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material and exhibits incorporated by reference or deemed to be incorporated by reference in such registration statement.

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

  • Effective Registration means the registration of the shares of Common Stock granted to the Grantee hereunder pursuant to an effective registration statement on Form S-8 or any successor form under the Securities Act of 1933, as amended.

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering the offer of shares of NBT Common Stock to be offered to holders of CNB Common Stock in connection with the Merger.

  • 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.

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

  • Registration Statements means the Initial Registration Statement and the additional registration statement as proposed to be filed or as proposed to be amended by the post-effective amendment to be filed shortly prior to its Effective Time, and (iii) "Prospectus" shall mean the prospectus included in the Registration Statements.

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

  • 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.

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

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

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

  • S-3 Registration has the meaning set forth in Section 5(a) hereof.

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