No Registration Opinion definition

No Registration Opinion means an opinion of Securities Counsel that the securities issuable in the Remarketing do not need to be registered under the Securities Act and that no other filing of any kind is required to be made with the Commission as a condition to the sale of such securities, which No Registration Opinion shall be reasonably satisfactory to the Remarketing Agent and its counsel.
Sample 1Sample 2Sample 3
No Registration Opinion no registration opinion dated the Closing Date and addressed to the Bookrunner from Clifford Chance LLP, legal advisors to the Bookrunner, in a form acceptable to the Bookrunner;
Sample 1

Examples of No Registration Opinion in a sentence

  • On or after such anniversary the Distributed Shares may be Transferred upon the delivery of a No Registration Opinion to the Company and ESH REIT, which requirement may be waived in the sole discretion of each of the Company and ESH REIT.

  • Distributees should note that independent of any opinion or other documentary requirement required or waived by the Company and/or ESH REIT, the transfer agent for the Distributed Shares may require that a Distributee deliver a No Registration Opinion and/or other documentation from the Distributee regarding the absence of a requirement to register the proposed Transfer of the Shares.

Related to No Registration Opinion

  • certificate of registration means registration with the CPSBC that allows the Participant to practice medicine in British Columbia, other than the certificate of registration which allowed the Participant to enrol in Postgraduate Medical Education;

  • IPO Registration Statement means the Registration Statement on Form S-1, as amended, relating to the initial public offering of the Common Stock.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • 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 meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Underlying Shares by each Purchaser as provided for in the Registration Rights Agreement.

  • Registration Application means an application for registration of this Agreement as a planning agreement on the title of the Land pursuant to Section 7.6 of the Act in a form approved by the Registrar General;

  • registration means a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

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

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

  • Registration decal means an adhesive sticker produced by the department and issued by the

  • Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.

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

  • Registration Limitation shall have the meaning set forth in Section 2.01(c)(ii).

  • 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.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • 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.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

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

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Registration Books means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds.

  • Book-Entry Registration Settlement in "same-day" funds, to the extent practicable. REMIC residual certificates will not be issued in book-entry form, unless authorized by the Seller.

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

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Registration Fee means a fee other than the fee specified in a contract, which a personnel agency requires or accepts from a client prior to execution of a contract.

  • 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.

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.