Registrable Notes Sample Clauses
The Registrable Notes clause defines the requirements and procedures for notes or securities that must be officially registered, typically with a governmental or regulatory authority. In practice, this clause outlines the conditions under which notes are considered registrable, the process for registration, and the responsibilities of the parties involved, such as providing necessary documentation or complying with legal standards. Its core function is to ensure that all relevant notes are properly recorded and recognized by the appropriate authorities, thereby facilitating legal compliance and transparency in financial transactions.
Registrable Notes. The securities entitled to the benefits of this Agreement are the Registrable Notes.
Registrable Notes. Notes and Private Exchange Notes; provided, however, that a Note or Private Exchange Note, as applicable, shall cease to be a Registrable Note upon the earliest to occur of the following: (i) in the circumstances contemplated by Section 2(a), the Note has been exchanged for an Exchange Note in an Exchange Offer as contemplated in Section 2(a); (ii) in the circumstances contemplated by Section 3, a Shelf Registration registering such Note or Private Exchange Note, as applicable, under the Securities Act has been declared or becomes effective and such Note or Private Exchange Note, as applicable, has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration; (iii) such Note or Private Exchange Note, as applicable, is actually sold by the holder thereof pursuant to Rule 144 under circumstances in which any legend borne by such Note or Private Exchange Note, as applicable, relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; or (iv) such Note or Private Exchange Note, as applicable, shall cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).
Registrable Notes. Notes and Private Exchange Notes; provided, however, that a Note or Private Exchange Note, as applicable, shall cease to be a Registrable Note upon the earliest to occur of the following: (i) in the circumstances contemplated by Section 2(a) hereof, the Note has been exchanged for an Exchange Note in an Exchange Offer as contemplated in Section 2(a) hereof; (ii) in the circumstances contemplated by Section 3 hereof, a Shelf Registration registering such Note or Private Exchange Note, as applicable, under the Securities Act has been declared or becomes effective and such Note or Private Exchange Note, as applicable, has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration; (iii) such Note or Private Exchange Note, as applicable, is actually sold by the holder thereof pursuant to Rule 144 under circumstances in which any legend borne by such Note or Private Exchange Note, as applicable, relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Issuers or pursuant to the Indenture; (iv) such Note or Private Exchange Note, as applicable, shall cease to be outstanding; in addition, an Exchange Note held by a Participating Broker-Dealer shall be a Registrable Note until the date on which such Exchange Note is disposed of by a Participating Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including the delivery of the prospectus contained therein).
Registrable Notes. Notes and Exchange Notes received in the Exchange Offer; provided, that the Notes and the Exchange Notes received in the Exchange Offer shall cease to be Registrable Notes when such Note or Exchange Note, as the case may be, (i) may be sold without restriction under federal or state securities laws, (ii) may be sold pursuant to Rule 144 (free of volume and all other restrictions thereunder), (iii) has been sold pursuant to a Registration Statement, or (iv) ceases to be outstanding.
Registrable Notes. Notes and Private Exchange Notes; provided, however, that a Note or Private Exchange Note, as applicable, shall cease to be a Registrable Note upon the earliest to occur of the following: (i) in the circumstances contemplated by Section 2(a), the Note has been exchanged for an Exchange Note in an Exchange Offer as contemplated in Section 2(a); (ii) in the circumstances contemplated by Section 3, a Shelf Registration registering such Note or Private Exchange Note, as applicable, under the Securities Act has been declared or becomes effective and such Note or Private Exchange Note, as applicable, has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration; (iii) such Note or Private Exchange Note, as applicable, is actually sold by the holder thereof pursuant to Rule 144 under circumstances in which any legend borne by such Note or Private Exchange Note, as applicable, relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; or (iv) such Note or Private Exchange Note, as applicable, shall cease to be outstanding. Registration Statement: Any registration statement of the Company and the Subsidiary Guarantors filed with the SEC under the Securities Act (including, but not limited to, the Exchange Registration Statement, the Shelf Registration and any subsequent Shelf Registration) that covers any of the Registrable Notes pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer or such securities being free of the registration and prospectus delivery requirements of the Securities Act. Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC. Rule 415: Rule 415 promulgated under t...
Registrable Notes. The Notes upon original issuance thereof and at all times subsequent thereto, until in the case of any such Note (i) a Registration Statement covering such Note has been declared effective and such Note has been disposed of in accordance with such effective Registration Statement, (ii) it is sold in compliance with, or may be sold without restriction pursuant to, Rule 144, (iii) it shall have been otherwise transferred and a new certificate for any such Note not bearing a legend restricting further transfer shall have been delivered by the Issuer, or (iv) it ceases to be outstanding.
Registrable Notes. Notes and Private Exchange Notes; provided, however, that a Note or Private Exchange Note, as applicable, shall cease to be a Registrable Note upon the earliest to occur of the following: (i) the date on which such Note has been exchanged by a person other than a broker-dealer for Exchange Notes in the Exchange Offer; (ii) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; (iii) following the exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser in accordance with applicable securities laws and the provisions of this Agreement; (iv) the date on which such Note or Private Exchange Note, as applicable, shall cease to be outstanding; or (v) the date on which such Note or Private Exchange Note, as applicable, is sold to the public pursuant to Rule 144 under the Securities Act. Registration Default: See Section 5(a).
Registrable Notes. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make any information previously furnished to the Company by such seller not materially misleading.
Registrable Notes. For purposes of this Agreement, “Registrable Notes” means the CIVC Notes issued pursuant to the CIVC Purchase Agreement and any pay in kind Notes issued or issuable with respect thereto. As to any particular Registrable Notes, such securities shall cease to be Registrable Notes when they have been distributed to the public pursuant to a offering registered under the Securities Act or are eligible to be sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force).
Registrable Notes. The Notes upon original issuance of the Notes and ----------------- at all times subsequent thereto and, if issued, the Private Exchange Notes, until in the case of any such Notes or any such Private Exchange Notes, as the case may be, (i) a Registration Statement covering such Notes or such Private Exchange Notes has been declared effective by the SEC and such Notes or such Private Exchange Notes, as the case may be, have been disposed of in accordance with such effective Registration Statement, (ii) such Notes or such Private Exchange Notes, as the case may be, are sold in compliance with Rule 144, or (iii) such Notes or such Private Exchange Notes, as the case may be, cease to be outstanding.