A registration Clause Samples
A registration filed pursuant to this Section 1.1(a) shall not be deemed to have been effected unless the registration statement related thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least nine months (or such shorter period of time in which all of the Stock registered thereunder has actually been sold thereunder); provided, however, that if, after any registration statement filed pursuant to Section 1.1(a) becomes effective and prior to the time the registration statement has been effective for a period of at least nine months, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court solely due to actions or omissions to act of the Corporation, such registration statement shall not be considered one of the registrations applicable pursuant to Section 1.1(a).
A registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior subordinated discount notes of the Company (the "Exchange Notes") which are identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"). Pursuant to or in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of June 13, 1999, as amended, between Holdings and Fox Pain▇ ▇▇▇ic Acquisition Corporation ("Fox Pain▇ ▇▇▇xim"), a Texas corporation newly formed by Fox Pain▇ ▇▇▇ital Fund, L.P. (the "Fox Pain▇ ▇▇▇d"), as part of the proposed recapitalization (the "Recapitalization") of Holdings, Fox Pain▇ ▇▇▇xim will merge (the "Merger") with and into Holdings, with Holdings as the surviving corporation in the Merger. Prior to or simultaneously with the Merger, (a) the Fox Pain▇ ▇▇▇d and other affiliated investment funds (collectively, the "Fox Pain▇ ▇▇▇estors"), together with certain other minority investors (together with the Fox Pain▇ ▇▇▇estors, the "Investors"), will purchase or will have purchased all the common stock of Fox Pain▇ ▇▇▇xim, with such common stock being converted into Holdings' common stock in the Merger (the "Investor Equity Contribution"), (b) Maxxim Medical, Inc., a Delaware corporation and indirect wholly owned subsidiary of Holdings ("Maxxim Delaware"), will sell (the "Circon Sale") to Circon Holdings Corporation (formerly Fox Pain▇ ▇▇▇r▇▇ ▇▇▇uisition Corporation) ("Fox Pain▇ ▇▇▇con"), a newly formed Delaware corporation to be owned by the Investors and the Continuing Shareholders (as defined herein), all the capital stock of its wholly owned subsidiary Circon Corporation ("Circon") and (c) Holdings will contribute all its assets and liabilities (other than those assets and liabilities relating to Holdings' existing credit facilities) to the Company (the "Asset Dropdown"). As part of the Recapitalization, (a) each outstanding share of common stock of Holdings (other than certain shares held by a group of 10 current shareholders of Holdings (the "Continuing Shareholders")) will be converted into the right to receive $26.00 in cash (the "Merger Consideration") and (b) certain options to purchase the common stock of Holdings will be canceled in return for a cash payment for each ...
A registration. Rights Agreement executed by the Stockholders in form and substance satisfactory to Corning (the "Registration Rights Agreement");