the Registration Statement definition
the Registration Statement means, at any given time, each of the registration statements listed on Schedule 1 to the Dealer Manager Agreement, as such Schedule 1 may be amended from time to time, as each such registration statement is finally amended and revised at the effective date of the registration statement (including at the effective date of any post-effective amendment thereto); (ii) the “Offering” means each Offering covered by a Registration Statement; (iii) “Shares” means the Shares being offered in an Offering; and (iv) any references to the Registration Statement, the Offering, the Shares or the Prospectus with respect to each other shall mean only those that are all related to the same Registration Statement. Any capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Dealer Manager Agreement.
the Registration Statement filed pursuant to the request of the Requesting Stockholder(s) may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (the "Other Stockholders"), but the Company shall have no absolute right to include any of its securities in any such registration.
the Registration Statement means, at any given time, the current effective registration statement, as may be amended or supplemented from time to time. In this Agreement, unless explicitly stated otherwise, “the Offering” means, at any given time, a private offering under the Registration Statement and “Shares” means the Shares being offered in an Offering. In this Agreement, unless explicitly stated otherwise, any references to the Registration Statement, the Offering, the Shares or the Private Placement Memorandum (the “Offering Memorandum”) with respect to each other shall mean only those that are all related to the same Registration Statement. By your acceptance of this Agreement, you will become one of the Brokers referred to in the Managing Dealer Agreement between the Company and the Managing Dealer and will be entitled and subject to the indemnification provisions contained in the Managing Dealer Agreement, including the provisions of Section 4 of the Managing Dealer Agreement wherein the Brokers severally agree to indemnify and hold harmless the Company, the Managing Dealer and each officer and director thereof, and each person, if any, who controls the Company or the Managing Dealer within the meaning of the Securities Act. Broker acknowledges that the Managing Dealer’s liability for the shareholder servicing and/or distribution fee is limited solely to the proceeds of the shareholder servicing and/or distribution fee receivable from the Company, and Broker hereby waives any and all rights to receive any reallowance of the shareholder servicing and/or distribution fee due until such time as the Managing Dealer is in receipt of the shareholder servicing and/or distribution fee from the Company. The Broker hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Offering Memorandum. Nothing in this Agreement shall be deemed or construed to make the Broker an employee, agent, representative or partner of the Managing Dealer or of the Company, and the Broker is not authorized to act for the Managing Dealer or the Company or to make any representations on their behalf except as set forth in the Offering Memorandum and in the Authorized Sales Materials.
Examples of the Registration Statement in a sentence
The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement.
The Registration Statement has become effective under the Securities Act.
The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Issuer.
The Registration Statement is effective under the Securities Act, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission.
The Registration Statement, as amended, (and any further documents to be filed with the SEC) contains all exhibits and schedules as required by the Securities Act.
More Definitions of the Registration Statement
the Registration Statement filed pursuant to this Section 2.1 shall, in addition to the Registrable Securities requested to be registered, include (i) shares of Common Stock for sale by the Company for its own account and (ii) shares of Common Stock held by persons having rights under the Existing Registration Rights Agreements in accordance with the terms thereof, in each case for sale in accordance with the method of disposition specified by the requesting holders of Registrable Securities. If such registration is underwritten, the Company and each Person requesting to distribute their shares through such underwritten registration shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting. If and to the extent that the managing underwriter (which managing underwriter shall be selected by the Company) determines that the number of securities sought to be offered should be limited because of market conditions, the number of securities to be included in such underwritten offering shall be reduced to a number deemed satisfactory by such managing underwriter. In such event securities to be included in such registration shall be allocated as follows: first, to Neurocrine in accordance with the Neurocrine Agreement, second, to the holders of Registrable Securities and Persons having rights under the Existing Registration Rights Agreements PRO RATA based on their ownership of the securities to be included in such registration, third, to the Company and fourth, to any other Person having registration rights pursuant to a written agreement with the Company. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be withdrawn from registration.
the Registration Statement means, at any given time, each of the registration statements listed on Schedule 1 to the Dealer Manager Agreement, as such Schedule 1 to the Dealer Manager Agreement may be amended from time to time, as each such registration statement is finally amended and revised at the effective date of the registration statement (including at the effective date of any post-effective amendment thereto). In this Agreement, unless explicitly stated otherwise, “the Offering” means, at any given time, an offering covered by a Registration Statement and “Shares” means the Shares being offered in an Offering. In this Agreement, unless explicitly stated otherwise, any references to the Registration Statement, the Offering, the Shares or the Prospectus with respect to each other shall mean only those that are all related to the same Registration Statement.
the Registration Statement. The Company has filed, in accordance with the provisions of the Securities Act and the rules and regulations thereunder, with the SEC a shelf registration statement on Form S-3 (File Number 333-269148) (the “Initial Registration Statement”) including a base prospectus, with respect to the issuance and sale of securities by the Company, including the Common Shares, which contains, among other things, a Plan of Distribution section disclosing the methods by which the Company may sell the Common Shares. The Initial Registration Statement was declared effective on January 17, 2023, and remains in effect on the date hereof. Except where the context otherwise requires, the Initial Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) under the Securities Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the Securities Act, is herein referred to as the “Registration Statement.”
the Registration Statement has been declared effective by the Commission on the date hereof.
the Registration Statement filed pursuant to Section 4(b), or (B) the date on which the registration rights under this Agreement are terminated by the Company because each Holder of Registrable Securities is able to sell all of such Holder's Registrable Securities in any single three (3) month period without registration under the 1933 Act pursuant to Rule 144, provided that if the Company shall determine it may terminate its obligations to any Holder for the reasons set forth in (B), the Company shall provide the Holder as to which it shall have determined to terminate its obligations prior to such termination an opinion of counsel, based on factual representations of the Holders, that such Holder is able to sell all of the Registrable Securities held by such Holder and its affiliates in any single three (3) month period without registration under the 1933 Act pursuant to Rule 144.
the Registration Statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.
the Registration Statement filed pursuant to this Section 2.1(a) may, at the Company's discretion and with the consent of the Holders of not less than fifty percent (50%) of the Registrable Securities, include securities of the Company other than the Registrable Securities.