S-3 Shelf Registration Statement definition

S-3 Shelf Registration Statement has the meaning set forth in Section 4(a).
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S-3 Shelf Registration Statement means a Registration Statement (including any amendment or supplement thereto) on Form S-3 including Registrable Securities.
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S-3 Shelf Registration Statement has the meaning specified therefor in Section 2.01(d) of this Agreement.
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Examples of S-3 Shelf Registration Statement in a sentence

  • The Company shall use reasonable best efforts to keep any S-3 Shelf Registration Statement effective for a period of 90 days after the effective date of such registration statement, provided that such 90 day period shall be extended by the number of days in any Suspension Period commenced pursuant to Section 5 during such period (as it may be so extended) and by the number of days in any Third Party Holdback Period commenced during such period (as it may be so extended).

  • STAR is an expected standard of performance for personnel at all times during their daily work activities.

  • Upon the effectiveness of the S-3 Shelf Registration Statement, all references to the Shelf Registration Statement in this Agreement shall then automatically be deemed to be a reference to the S-3 Shelf Registration Statement.

  • The Investor shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than 10 business days’ prior written notice to the Company (if such takedown is to be underwritten).

  • In the event that the Company qualifies for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Form S-3 Shelf Registration Statement” and, together with a Form S-1 Shelf Registration Statement, a “Shelf Registration Statement”), the Company shall use its commercially reasonable efforts to convert any Form S-1 Shelf Registration Statement to a Form S-3 Shelf Registration Statement.

  • If requested by the S-3 Initiating Holders, such S-3 Shelf Registration Statement shall be for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

  • Investor shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Securities as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”) but, if such takedown is to be underwritten, only upon not less than 10 business days’ prior written notice to the Company.

  • Upon the effectiveness of the S-3 Shelf Registration Statement, all references to the Registration Statement in this Agreement shall then automatically be deemed to be a reference to the S-3 Shelf Registration Statement.

  • Subject to Section 5 of this Agreement, the Company shall use reasonable best efforts to keep any S-3 Shelf Registration Statement continuously effective until the applicable Termination Date.

  • The Company shall use reasonable best efforts to keep any S-3 Shelf Registration Statement effective for a period of no less than six months after the effective date of such registration statement, provided that such six month period shall be extended by the number of days in any Suspension Period commenced pursuant to Section 6 during such period (as it may be so extended) and by the number of days in any Third Party Holdback Period commenced during such period (as it may be so extended).


More Definitions of S-3 Shelf Registration Statement

S-3 Shelf Registration Statement has the meaning set forth in Section 4(a). “SEC” means the Securities and Exchange Commission or any successor agency. “Securities Act” means the Securities Act of 1933, as amended. “Shares” means any shares of Common Stock. If at any time Registrable Shares include securities of the Company other than Common Stock, then, when referring to Shares other than Registrable Shares, “Shares” shall include the class or classes of such other securities of the Company. “Shelf Takedown” has the meaning set forth in Section 4(b). “Suspension Period” has the meaning set forth in Section 5. “Termination Date” means with respect to a particular Investor the first date on which such Investor no longer owns any Registrable Shares or such Investor is no longer an “Investor”. “underwritten offering” means a registered offering in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for reoffering to the public, and “underwritten Shelf Takedown” means an underwritten offering effected pursuant to an S-3 Shelf Registration. “Warrant” or “Warrants” have the meaning set forth in the first Recital hereto. In addition to the above definitions, unless the context requires otherwise: (i) any reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended or modified and shall also include any successor statute, regulation, rule or form from time to time; 4
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S-3 Shelf Registration Statement. As defined in Section 2(a)(ii) hereof.
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Related to S-3 Shelf Registration Statement

  • 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.

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

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

  • 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.

  • 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.

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

  • Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

  • 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.

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

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

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

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

  • 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.

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

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

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

  • 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.

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

  • 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.