Form S-3 Shelf Registration Statement definition

Form S-3 Shelf Registration Statement has the meaning set forth in Section 2.3(b).
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Examples of Form S-3 Shelf Registration Statement in a sentence

  • In the event that the Company qualifies for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Form S-3 Shelf Registration Statement” and, together with a Form S-1 Shelf Registration Statement, a “Shelf Registration Statement”), the Company shall use its commercially reasonable efforts to convert any Form S-1 Shelf Registration Statement to a Form S-3 Shelf Registration Statement.

  • The Company hereby represents, warrants and covenants that all of the Commitment Fee Shares previously issued have been included in an existing Form S-3 Shelf Registration Statement with a resale prospectus through an amendment to such registration statement (or through a new resale registration statement), which has previously been filed by the Company with the SEC at the Company’s sole expense.

  • The Company shall give written notice to all holders of Registrable Securities registered under any such Form S-3 Shelf Registration Statement (each, an “S-3 Participating Holder”) of its determination to postpone or delay amending or supplementing such Form S-3 Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement or delay no longer exists, in each case, promptly after the occurrence thereof.

  • The Commitment Fee Shares will be included in an existing Form S-3 Shelf Registration Statement with a resale prospectus through an amendment to such registration statement if permitted or through a new resale registration statement, either of which shall be filed by the Company with the SEC at the Company’s sole expense not later than forty-five (45) days after the Closing Date.

  • Shelf Registration Dear Ladies and Gentlemen: You have requested our opinion in connection with the Prospectus Supplement, dated November 19, 1996 (the "Prospectus Supplement"), to the Form S-3 Shelf Registration Statement, dated September 19, 1996 (the "Registration Statement") being filed by Redwood Trust, Inc.

  • Fifth Street, N.W.Washington, D.C. 20549Attn: Mr. Max WebbRe: Ford Credit Floorplan Corporation and Ford Credit Floorplan LLC (the “Co-Registrants”) Form S-3 Shelf Registration Statement (the “Registration Statement”) Dear Mr. Webb: Enclosed is a courtesy copy of the Registration Statement referred to above.

  • A holder of Registrable Securities who originally requested that a Form S-3 Shelf Registration Statement not include certain Registrable Securities may from time to time request the Company to register any or all of such Registrable Securities not included in such Form S-3 Shelf Registration and upon such request the Company shall use its commercially reasonable efforts to register such additional shares in an amended or new Form S-3 Shelf Registration Statement.

  • Shelf Registration Dear Ladies and Gentlemen: You have requested our opinion in connection with the Prospectus Supplement, dated April 4, 1997 (the "Prospectus Supplement"), to the Form S-3 Shelf Registration Statement, dated September 19, 1996 (together, the "Registration Statement") being filed by Redwood Trust, Inc.

  • If a Form S-3 Shelf Registration Statement has been declared effective prior to the occurrence of the Valid Business Reason, the provisions of Section 4.11 and not this Section 4.12(b) shall apply.

  • Shelf Registration Dear Ladies and Gentlemen: You have requested our opinion in connection with the Prospectus Supplement, dated January 24, 1997 (the "Prospectus Supplement"), to the Form S-3 Shelf Registration Statement, dated September 19, 1996 (the "Registration Statement") being filed by Redwood Trust, Inc.

Related to Form S-3 Shelf Registration Statement

  • Shelf Registration Statement means the Shelf Registration Statement as defined in the Registration Rights Agreement.

  • Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.

  • Resale Shelf Registration Statement shall have the meaning given in subsection 2.3.1.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

  • Initial Shelf Registration See Section 3(a).

  • Subsequent Shelf Registration shall have the meaning given in subsection 2.3.2.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • Shelf Registration means a registration effected pursuant to Section 2(b) hereof.

  • Rule 462(b) Registration Statement means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Shelf Registration Period has the meaning set forth in Section 3(b) hereof.

  • Shelf Registration Event shall have the meaning set forth in Section 2(b) hereof.

  • Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • New Registration Statement has the meaning set forth in Section 2(a).

  • Form S-3 Shelf shall have the meaning given in Section 2.1.1.

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Form F-3 Shelf shall have the meaning given in Section 2.1.1.

  • Exchange Offer Registration Statement has the meaning set forth in the Registration Rights Agreement.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

  • Resale Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Warrant Shares by each Purchaser as provided for in the Registration Rights Agreement.