Notes Shelf Registration Statement definition

Notes Shelf Registration Statement means a "shelf" registration statement of the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of the then Registrable Notes on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such 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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Notes Shelf Registration Statement means a "shelf" registration statement of the Company pursuant to the provisions of Section 2(b)(i) or (ii) of this Agreement which covers all of the Registrable Notes (except Registrable Notes which the Note Holders have elected not to include in such Notes Shelf Registration Statement or the Note Holders of which have not complied with their obligations under the penultimate paragraph of Section 4 hereof or under the penultimate sentence of Section 2(b) hereof) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.
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Notes Shelf Registration Statement has the meaning set forth in Section 3(a) hereof.
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Examples of Notes Shelf Registration Statement 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 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.

  • Reorganized RCN will keep the Notes Shelf Registration Statement effective for three years following the Notes Shelf Effective Deadline.

  • 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)).

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

  • Reorganized RCN will have (i) until the Filing Deadline to file the Notes Shelf Registration Statement, and (ii) until the Notes Shelf Effective Deadline to cause the Notes Shelf Registration Statement to become effective; provided, however, in no event will the Notes Shelf Effective Deadline be later than September 30, 2005.

  • Each Holder as to which any Notes Shelf Registration is being effected agrees to furnish promptly to the Issuers all information to be disclosed in the applicable Notes Shelf Registration Statement or Prospectus included therein in order to make the information previously furnished to the Issuers by such Holder not materially misleading.

  • 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.

  • Upon the effectiveness of a Notes Shelf Registration Statement, the interest rate borne by the Notes or the Private Exchange Notes, as the case may be, shall be reduced to the original interest rate unless and until increased as described in this paragraph.

  • In the event that either (a) the Notes Exchange Offer Registration Statement is not filed with the Commission on or prior to the 90th calendar day following the Closing Date or (b) the Notes Exchange Offer is not consummated or a Notes Shelf Registration Statement is not declared -------- * Include only for New Notes.


More Definitions of Notes Shelf Registration Statement

Notes Shelf Registration Statement means the Notes Shelf Registration Statement as defined in the Registration Rights Agreement.
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Notes Shelf Registration Statement. A "Shelf Registration Statement," as such term is defined in the Notes Registration Rights Agreement.
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Notes Shelf Registration Statement. As defined in Section 2(b) hereof. Person: An individual or a corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity. Proceeding: An action (including a class action), claim, suit or proceeding (including without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or, to the knowledge of the Person subject thereto, threatened.
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Related to Notes Shelf Registration Statement

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

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

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

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

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

  • 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.

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

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

  • 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.

  • 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.

  • 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.

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

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

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

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

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

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

  • 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.

  • 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.