Failed Registration definition

Failed Registration means a failure by Dominion to (i) file a Registration Statement no later than 21 days following a Note Trigger Event or, if a Shelf Registration Statement is then not legally permitted, provide no later than 21 days following a Note Trigger Event to the Remarketing Agents written assurance, reasonably acceptable to the Remarketing Agents, that the Registration Statement will be declared, or will otherwise become, effective promptly after a Pricing of the Shares, or otherwise have an effective Registration Statement available; (ii) diligently pursue the registration of the Shares (and the underlying Common Stock, to the extent applicable) when so required by the Remarketing Agreement, (iii) use its best efforts to cause the Registration Statement to be declared effective no later than 90 days following a Note Trigger Event; or (iv) timely satisfy the applicable Conditions Precedent.
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Failed Registration has the meaning set forth in Section 2.2(f).
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Failed Registration means a failure by Willxxxx xx (i) file a Registration Statement no later than 21 days following a Trigger Event or, if a Shelf Registration Statement is then not legally permitted, provide no later than 21 days following a Trigger Event to the Remarketing Agents written assurance, reasonably acceptable to the Remarketing Agents, that the Registration Statement will be declared, or will otherwise become, effective promptly after a Pricing of the Shares, or otherwise have an effective Registration Statement available in accordance with Section 3(a); (ii) use its reasonable best efforts to diligently pursue the registration of the Shares (and the underlying Willxxxx Xxxmon Stock, to the extent applicable) when so required by this Agreement; (iii) use its reasonable best efforts to cause the Registration Statement to be declared effective no later than 90 days following a Trigger Event; or (iv) satisfy the applicable Conditions Precedent specified in Section 12 within the time periods set forth therein.
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Examples of Failed Registration in a sentence

  • If the Company shall elect to redeem this Convertible Note during the period in which there exists a Failed Registration Statement (as such term is defined in the Registration Rights Agreement) until the date on which the Note Conversion Shares may be first sold by the Investor pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act, the Holder shall have a right to reject such redemption.

  • As soon as practicable following receipt by VIP of notice from the Russian Securities Commission that it has finally determined that it will not register the Placement Report, VIP shall send the Account Bank, the Trustee, the Prospectus ADS Depositary, the Primary Agreement ADS Depositary, the EBRD, Telenor and the Underwriters' Representative written notice of such final determination substantially in the form attached as Exhibit 3.3 (the "Failed Registration Notice").

  • During the term of this Convertible Note, the Company shall have a further right to reject the conversion of all or part of this Convertible Note during the period in which there exists a Failed Registration Statement (as such term is defined in the Registration Rights Agreement) until the date on which the Registrable Securities may be sold by the Investor pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act.

  • On the first Trading Day following the Applicable Period, the Investor shall pay to the Company in immediately available funds into an account designated by the Company an amount equal to the balance of the Escrow Amount on such date, less any Failed Registration Statement Fees then due and payable.

  • The Company shall be obligated to effect no more than two (2) Demand Registrations under this Agreement; provided, however, that if any Demand Registration is not consummated other than by reason of any action of or failure to act by the Holder (a "Failed Registration"), such Failed Registration shall not be deemed to constitute a Demand Registration under this Section 2.1(c) and shall not reduce the Company's obligations hereunder.

  • If the Company shall elect to redeem this Convertible Note during the period in which there exists a Failed Registration Statement (as such term is defined in the Registration Rights Agreement) until the date on which the Note Conversion Shares may be first sold by the Investor pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act, then the Holder shall have a right to reject such redemption.


More Definitions of Failed Registration

Failed Registration means a failure (i) by Noble to file a Registration Statement no later than 21 days following a Series A-2 Note Trigger Event (unless a Shelf Registration
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Related to Failed Registration

  • Demand Registration shall have the meaning given in subsection 2.1.1.

  • Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

  • Registration Filing Date means the date that is sixty (60) calendar days after the Effective Date.

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

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

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Required Registration Amount means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable.

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

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

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

  • 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.

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on exercise of the warrants.

  • Withdrawn Registration means a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Special Registration means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or Company Subsidiaries or in connection with dividend reinvestment plans.

  • Registration Period shall have the meaning specified in Section 5(C), below.

  • Registration year means a calendar year.

  • Registration Date means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities.

  • Rule 462(b) Registration Statement means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to 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.

  • 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.

  • 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.

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

  • Demand Registrations has the meaning set forth in Section 2(a).

  • Initial Registrable Securities means (i) the Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

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