Notes Shelf Registration Statement Clause Samples
A Notes Shelf Registration Statement is a legal provision that allows an issuer to register a large amount of debt securities, such as notes, with the securities regulator in advance, so that the issuer can offer and sell these securities to investors at a later date without needing to file a new registration statement each time. This clause typically applies to companies that anticipate multiple offerings over time, enabling them to access capital markets quickly as opportunities arise. Its core practical function is to provide flexibility and efficiency in raising funds, reducing administrative delays and costs associated with repeated filings.
Notes Shelf Registration Statement. (i) If, because of any change in law or applicable interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 105 days after the Closing Date or the Exchange Offer is not consummated within 180 days after the Closing Date, or (iii) upon the request of Oppe▇▇▇▇▇▇▇ & ▇o., Inc. (but only with respect to any Registrable Notes which the Initial Purchasers acquired directly from the Company) following the consummation of the Exchange Offer if any of the Initial Purchasers shall hold Registrable Notes which such Initial Purchaser acquired directly from the Company and if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or applicable interpretation of the staff of the SEC to participate in the Exchange Offer, then the Company shall, at its cost:
(A) In the event clause (i) or (ii) is applicable, as promptly as practicable (but in no event (x) more than 30 days from the date on which the Company determined that it is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof in the case of clause (i) or (y) on the 150th day after the Closing Date in the case of clause (ii)), use its best efforts to file with the SEC a Notes Shelf Registration Statement relating to the offer and sale of the Registrable Notes (other than Registrable Notes owned by Note Holders who have elected not to include such Registrable Notes in such Notes Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of Section 4 hereof or under the penultimate sentence of this Section 2(b)) by the Note Holders from time to time in accordance with the methods of distribution elected by the Majority Note Holders of such Registrable Notes and set forth in such Notes Shelf Registration Statement, and use its best efforts to cause such Notes Shelf Registration Statement to be declared effective by the SEC by the 180th day after the Closing Date. In the event that the Company is required to file a Purchaser Shelf Registration Statement upon the request of Oppe▇▇▇▇▇▇▇ & ▇o., Inc. pursuant to clause (iii) above, the Company shall use its best efforts (unless clause (i) or (ii) above is applicable) to file and have declared effective by the SEC an Exchange Offer Registrati...