Demand Shelf Registration Statement definition

Demand Shelf Registration Statement has the meaning set forth in Section 2(d)(ii).

Demand Shelf Registration Statement means a registration statement of the Company filed with the SEC pursuant to the Securities Act on Form S-3 in respect of a Demand Shelf Registration pursuant to the provisions of Section 2.1 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 material incorporated by reference (or deemed to be incorporated by reference) therein and filed pursuant to Rule 415 under the Securities Act or any successor rule providing for offerings of securities on a continued or delayed basis.

Examples of Demand Shelf Registration Statement in a sentence

• Notwithstanding the provisions of Section 2.2, the General Partner shall not be obligated to file a Demand Shelf Registration Statement more often than once during any twelve-month period.

• The Company shall use its reasonable best efforts to keep any Demand Shelf Registration Statement continuously effective, supplemented, amended and current, subject to the provisions of Section 2(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the expiration of the Effectiveness Period.

• Notwithstanding anything to the contrary in this Section 2(b), the Company shall not be required to file a Demand Shelf Registration Statement if, prior to the Effectiveness Deadline, the Existing Shelf Registration Statement is declared effective or may be used for resales of the Registrable Shares.

• Upon effectiveness, the Company shall use its reasonable best efforts to keep the Demand Shelf Registration Statement continuously in effect for the period provided in Section 6(a)(iii).

• The Company shall use its reasonable best efforts to have such Demand Shelf Registration Statement declared effective by the SEC as soon as practicable thereafter, but in any event within 180 calendar days following a Request (the “Demand Shelf Registration Effectiveness Deadline”) and to keep such Demand Shelf Registration Statement continuously effective for the period specified in Section 4.1(b).

• The Company shall name in the Demand Shelf Registration Statement, or a Prospectus thereto, as a selling securityholder, each Holder that has returned to the Company a completed and executed Election and Questionnaire no later than 30 calendar days following the date of distribution by the Company of the Election and Questionnaire.

• The Company agrees that if the holders of Registrable Securities so indicate in the request for registration of Registrable Securities pursuant to this Section 2.1, the registration statement filed in response to such request shall be a "shelf" registration statement pursuant to Rule 415 (or any successor provision that may be adopted by the Commission) under the Securities Act (a "Demand Shelf Registration Statement").

• Any Holder requesting inclusion in a Demand Shelf Registration may, at any time prior to the effective date of the Demand Shelf Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion.

• Subject to the conditions set forth below, each such Holder shall have the right, by giving written notice to the Company, within fifteen (15) days after the notice referred to in the preceding sentence has been given by the Company, to elect to have included in the Demand Shelf Registration Statement all or part of such Holder's Registrable Shares.

• Thereupon, the Company shall use reasonable efforts to cause such Demand Shelf Registration Statement to be filed with, and be declared effective by, the SEC.