Notes Shelf Registration definition

Notes Shelf Registration shall have the meaning given such term in the Registration Rights Agreement.

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.

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

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.

• The Borrower will use commercially reasonable efforts to cause the Alternative Conversion Notes Shelf Registration to become effective on or prior to the later of (x) the 120th day after the Conversion Date or (y) the 45th day after the publication of the change in law or interpretation.

• 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)).

• In the case of a Notes Shelf Registration Statement, the Company may (as a condition to such Holder's participation in the Shelf Registration) require each Holder of Registrable Notes to furnish to the Company such information regarding such Holder and the proposed distribution by such Holder of such Registrable Notes and make such representations, in each case, as the Company may from time to time reasonably request in writing.

• For further clarity, the Company shall have no obligation to keep the Notes Shelf Registration Statement effective after consummation of the Exchange Offer, and the Company's obligations to use its best efforts to file a Notes Shelf Registration Statement and to keep such Notes Shelf Registration Statement effective shall immediately terminate upon effectiveness of the Exchange Offer Registration Statement (regardless of when such effectiveness shall occur).

• 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.

• 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.

• 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).

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

• 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.