Notes Registration Statement definition

Notes Registration Statement. Any registration statement of the Issuer filed with the SEC under the Securities Act, (including, but not limited to, the Exchange Registration Statement, the Shelf Registration and any subsequent Shelf Registration) that covers any of the Registrable Notes pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.
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Notes Registration Statement has the meaning set forth in the Recitals hereof.
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Notes Registration Statement means any registration statement of the Issuers which covers any of the Exchange Securities or Registrable Notes pursuant to the provisions of this Agreement, and all amendments and supplements to any such Notes Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.
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Examples of Notes Registration Statement in a sentence

  • The Issuer has not entered and will not enter into any agreement with respect to any of its securities which will grant to any Person piggy-back rights with respect to a Notes Registration Statement.

  • Medco shall have caused the auditors who are delivering comfort letters (including "bring down" comfort letters) to the Notes Underwriters in connection with the Notes Registration Statement to deliver to Merck copies of such comfort letters (including "bring down" comfort letters) addressed to Merck.

  • The Issuer shall as promptly as practicable file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC a Notes Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the "Initial Shelf Registration").

  • Notes Registration Statement" has the meaning set forth in the Recitals hereof.

  • Medco shall file such amendments or supplements to the Notes Registration Statement as may be necessary in order to cause the same to become and remain effective as required by Law or by the underwriters of the Notes Offering (the "Notes Underwriters"), including, but not limited to, filing such amendments to the Notes Registration Statement as promptly as practicable as may be required by the Notes Underwriters, the Commission or federal, state or foreign securities Laws.

  • The Issuer has not entered and will not enter into any agreement with respect to any of its securities which will grant to any Person piggy-back rights with respect to a Notes Registration Statement or a Warrant Shares Registration Statement.

  • The Notes Registration Statement shall have been declared effective by the Commission, with no stop order in effect with respect thereto.

  • Medco represents and warrants that the Notes Registration Statement was declared effective by the Commission on _____, 2003.

  • South Wacker DriveChicago, Illinois 60606-4637Main Tel +1 312 782 0600Main Fax +1 312 701 7711www.mayerbrown.comSeptember 20, 2018Synchrony Card Issuance Trustc/o Citibank, N.A.,388 Greenwich Street,New York, New York 10013Synchrony Card Funding, LLC777 Long Ridge RoadStamford, Connecticut 06902Re: Synchrony Card Issuance Trust, SynchronySeries Class A(2018-1) Notes Registration Statement on Form SF-3 (Nos.

  • If, as of the consummation of the Exchange Offer, the shares of Common Stock underlying Buyer's Exchange Notes are freely saleable pursuant to Rule 144(k) under the Securities Act or any successor provision or the Notes Registration Statement, the Company shall deliver to Buyer an opinion of the Company's counsel to that effect.


More Definitions of Notes Registration Statement

Notes Registration Statement means a registration statement meeting the requirements set forth in the Notes Registration Rights Agreement.
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Related to Notes Registration Statement

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

  • 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 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.

  • 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.

  • 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.

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

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

  • 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.

  • 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.

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

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Company Registration Statement shall have the meaning set forth in Section 3.5(a).

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

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

  • 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 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.

  • 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.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

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

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

  • Resale Shelf Registration Statement shall have the meaning given in subsection 2.3.1.

  • Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.

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

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

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