Prior Registration Statement definition
Examples of Prior Registration Statement in a sentence
As used in this Agreement, the term "Prior Registration Statement" means any registration statement (other than the Registration Statement) filed by the Company or Host Marriott Corporation, a Delaware corporation, with the Commission.
The undersigned Holders acknowledge and agree that from and after the Effective Time, no resales of Registrable Securities may effected under the Prior Registration Statement.
Investor covenants that, in connection with any transfer of any Prior Warrant Shares or Warrant Shares pursuant to the Prior Registration Statement or registration statement contemplated by Section 5 hereof, as applicable, including the prospectuses contained therein, Investor will comply with the applicable prospectus delivery requirements of the Securities Act, provided that copies of a current prospectus relating to such effective registration statements are available to Investor.
Accordingly, the Holders acknowledge and understand that following the Effective Time, JPI will either post-effectively amend the Prior Registration Statement to deregister any unsold securities under the Prior Registration Statement or make an application to the Commission to withdraw the Prior Registration Statement pursuant to Rule 477 of the Securities Act (the “Prior Registration Statement Termination”).
Regardless of when a Demand is made pursuant to this Section 4, the Company shall not be required to file a Registration Statement with respect to the Registrable Securities until after Prior Registration Statement is declared effective by the Securities and Exchange Commission.