Notes Shelf Registration definition

Notes Shelf Registration shall have the meaning given such term in the Registration Rights Agreement.
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Notes Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker- Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each selling Holder of Registrable Notes, or each such Participating Broker-Dealer, as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Issuers, as many copies of the Prospectus or Prospectuses (including each form of preliminary pros-pectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5 or applicable law, each Issuer hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case-may be, and the underwriters or agents, if any, and dealers (if any), in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker- Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.
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Notes Shelf Registration means a registration effected pursuant to Section 2(b) hereof.
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Examples of Notes Shelf Registration in a sentence

  • Each Holder shall pay all expenses of its counsel other than as set forth in the preceding sentence, underwriting discounts and commissions (prior to the reduction thereof with respect to selling concessions, if any) and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Notes pursuant to the Notes Shelf Registration Statement.

  • Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee of an Effective Registration with respect to the Notes Shelf Registration, the Trustee, at the written order of the Company signed by two Officers, shall authenticate and deliver Securities that do not bear the Restricted Securities Legend in exchange for Securities bearing the Restricted Securities Legend.

  • Any Notes Shelf Registration Statement shall provide for the resale, from time to time, of any and all Registrable Notes by the Noteholders pursuant to any method or combination of methods legally available and customarily used (including, without limitation, a block trade, an Underwritten Offering, a forward sale, an option, a short sale, a put, a call or other derivative transaction, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet).

  • Upon the effectiveness of the Notes Exchange Offer Registration Statement (as defined herein) or the Notes Shelf Registration Statement (as defined herein), this Indenture shall be subject to, and shall be governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required or deemed to be part of and to govern indentures qualified thereunder.

  • Subject to Section 4 hereof, the Company shall use commercially reasonable efforts to cause such Notes Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing thereof (but in no event later than 270 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)).

  • The Issuers shall promptly supplement and amend the Notes Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Notes Shelf Registration, if required by the Securities Act, or if reasonably requested for such purpose by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or by any underwriter of such Registrable Notes.

  • It is in your best interest to structure your discussion in a clear and logical fashion.

  • Reorganized RCN will list the New Common Stock| on the NYSE or NASDAQ National Market Systems within 90 days of the Notes Shelf Registration statement is| declared effective by the Securities and Exchange Commission and (d) the date when there are no remaining| Registerable Notes outstanding.

  • The Issuers shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or 2(b) and will reimburse the Purchasers for the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx incurred in connection with the Registered Exchange Offer and any one counsel designated in writing by the the Holders of a majority of the Notes to act as counsel for the Holders of the Registrable Notes in connection with a Notes Shelf Registration Statement.

  • For purposes of this Agreement, if the Company elects to confidentially submit a draft of the Shares Shelf Registration Statement or Notes Shelf Registration Statement with the Commission pursuant to the JOBS Act, the date on which the Company makes such confidential submission shall be deemed the initial filing date of such Shares Shelf Registration Statement or Notes Shelf Registration Statement.

Related to Notes Shelf Registration

  • Initial Shelf Registration See Section 3(a).

  • Subsequent Shelf Registration shall have the meaning given in subsection 2.3.2.

  • Shelf Registration means a registration effected pursuant to Section 2(b) hereof.

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

  • Shelf Registration Event shall have the meaning set forth in Section 2(b) hereof.

  • Shelf Registration Period has the meaning set forth in Section 3(b) hereof.

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

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

  • 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.

  • Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).

  • Shelf Registration Event Date shall have the meaning set forth in Section 2(b) hereof.

  • Shelf Request shall have the meaning set forth in Section 2(b) hereof.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.

  • Shelf Filing Event shall have the meaning set forth in Section 2(c) hereof.

  • Shelf shall have the meaning given in subsection 2.3.1.

  • Shelf Period has the meaning set forth in Section 2.02(b).

  • 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.

  • 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.

  • Form F-3 Shelf shall have the meaning given in Section 2.1.1.

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • 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.

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • 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.