Registration Opinion definition

Registration Opinion shall have the meaning set forth in Section 2.3.6(a), the form of which is attached hereto as Exhibit R.
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Registration Opinion shall have the meaning set forth in Section 2.3.7(a), the form of which is attached hereto as Exhibit E.
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Registration Opinion shall have the meaning specified in Section 2(m).
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Examples of Registration Opinion in a sentence

  • If a Registration Opinion cannot be delivered by the Company's independent counsel to the Investor on the Registration Opinion Deadline, the Company shall promptly notify the Investor and as promptly as possible amend each of the Registration Statement and any supplemental Registration Statements, as applicable, and any related prospectus or cause such Ineffective Period to terminate, as the case may be, and deliver such Registration Opinion and updated prospectus as soon as possible thereafter.

  • If the Company discovers or is notified of Material Facts or of the existence of material non-public information that is not included in the Prospectus or any Ineffective Period occurs, the Company shall not initiate a Put until the Prospectus is amended to include any material non-public information or Material Facts and the Company’s counsel provides in a Registration Opinion that no Material Facts or material non-public information exists that is not included in the Prospectus.

  • On or after such anniversary the Distributed Shares may be Transferred upon the delivery of a No Registration Opinion to the Company and ESH REIT, which requirement may be waived in the sole discretion of each of the Company and ESH REIT.

  • Distributees should note that independent of any opinion or other documentary requirement required or waived by the Company and/or ESH REIT, the transfer agent for the Distributed Shares may require that a Distributee deliver a No Registration Opinion and/or other documentation from the Distributee regarding the absence of a requirement to register the proposed Transfer of the Shares.

  • If a Registration Opinion cannot be delivered by the Company's independent counsel to the Subscriber on the Registration Opinion Deadline due to the existence of Material Facts, the Company shall promptly notify the Subscriber and promptly revise each of the Registration Statement and any Supplemental Registration Statement, as applicable, and deliver such Registration Opinion and updated prospectus as soon as possible thereafter.

  • Warrenville RoadSuite 610 Lisle, Illinois 60543-3642 Dear Sirs/Mesdames: Re: S-4 Registration Opinion You have requested that we provide, as Yukon counsel, the following opinion in connection with the filing by SXC Health Solutions Corp.

  • Registration Opinion Letter Page 2 This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof.

  • The Registrar shall --------------------------------------- effect and record, upon receipt of a written request from the Company so to do, a transfer not otherwise permitted by Section 2.9(e), such recording to be done in accordance with the otherwise applicable provisions of Section 2.9(e), upon the furnishing by the proposed transferor or transferee of a Rule 144 Non- Registration Opinion and Supporting Evidence.

  • The Note Registrar shall effect and record, upon receipt of a written request from the Company so to do, a transfer not otherwise permitted by Section 312(e), such recording to be done in accordance with the otherwise applicable provisions of Section 312(e), upon the furnishing by the proposed transferor or transferee of a Non- Registration Opinion and Supporting Evidence.

  • Registration Opinion Letter Page 2 Based on such foregoing, I am of the opinion that the Shares have been duly authorized and are validly issued, fully paid, and non-assessable.


More Definitions of Registration Opinion

Registration Opinion shall have the meaning set forth in Section 2.3.6(a).
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Registration Opinion shall have the meaning set forth in Section 2.3.7(a), the form of which is attached hereto as EXHIBIT N.
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Registration Opinion shall have the meaning set forth in Section 2.3.7(a), the form of which is attached hereto as Exhibit N. "Registration Opinion Deadline" shall have the meaning set forth in Section 2.3.7(a).
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Related to Registration Opinion

  • Registration Application means an application for registration of this Agreement as a planning agreement on the title of the Land pursuant to Section 7.6 of the Act in a form approved by the Registrar General;

  • Registration Notice has the meaning specified in Section 2.1(a).

  • 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.

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

  • 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.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

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

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

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • certificate of registration means registration with the CPSBC that allows the Participant to practice medicine in British Columbia, other than the certificate of registration which allowed the Participant to enrol in Postgraduate Medical Education;

  • Registration Limitation shall have the meaning set forth in Section 2.01(c)(ii).

  • Registration Form means a book voter registration form and a by-mail voter

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Registration Event means the occurrence of any of the following events:

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

  • Registration Data means certain personal and financial information that you are required to provide in order to download and use the Trading Platform and become our Client including Account Credentials, such information can include without limitation a copy of your passport, driving license and/or Photo identity card.

  • 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.

  • 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.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • 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.

  • S-3 Registration has the meaning set forth in Section 5(a) hereof.

  • Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).

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

  • registration certificate means the certificate of registration or other documents in lieu thereof establishing that the Goods supplied under the Contract are registered for use in the Purchaser’s country in accordance with the applicable law.

  • 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.