Notes Shelf Registration Statement definition
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.
For further clarity, the Company shall have no obligation to keep the Notes Shelf Registration Statement effective after consummation of the Exchange Offer, and the Company's obligations to use its best efforts to file a Notes Shelf Registration Statement and to keep such Notes Shelf Registration Statement effective shall immediately terminate upon effectiveness of the Exchange Offer Registration Statement (regardless of when such effectiveness shall occur).
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.
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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.
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)).
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.
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.
Any Notes Shelf Registration Statement shall provide for the resale, from time to time, of any and all Registrable Notes by the Noteholders pursuant to any method or combination of methods legally available and customarily used (including, without limitation, a block trade, an Underwritten Offering, a forward sale, an option, a short sale, a put, a call or other derivative transaction, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet).
Each Note Holder (including each Initial Purchaser) 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 Note Holder's Registrable Notes pursuant to any Notes Shelf Registration Statement or the exchange of its Registrable Notes pursuant to any Exchange Offer Registration Statement.