S-3 means such form under the Securities Act as in effect on the date of this Agreement or any successor registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC in a similar or comparable manner.
S-3 has the meaning set forth in Section 4.11.
S-3. 45 Exhibit B MILBANK, TWEED, XXXXXX & XxXXXX 0 Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 __________, 199_ GTE CALIFORNIA INCORPORATED $___,000,000 __% Debentures, Series _, Due ____ and the other several Purchasers referred to in the Purchase Agreement dated ___________________, among such Purchasers and GTE California Incorporated Dear Sirs: We have been designated by GTE California Incorporated (the "Company") as counsel for the purchasers of $___,000,000 aggregate principal amount of its ___% Debentures, Series _, Due ____ (the "New Debentures"). Pursuant to such designation and the terms of a Purchase Agreement dated ________, relating to the New Debentures (the "Purchase Agreement"), entered into by you with the Company, we have acted as your counsel in connection with your several purchases this day from the Company of the New Debentures, which are issued under an Indenture dated as of December 1, 1993, ("Indenture") between the Company and First Trust of California, National Association, as successor trustee to Bank of America National Trust and Savings Association (the "Trustee"). We have reviewed originals, or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials and of officers and representatives of the Company, and other documents, as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies, and the authenticity of the originals of such latter documents. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Company and statements contained in the Registration Statement hereinafter mentioned. In addition, we attended the closing held today at the offices of GTE Service Corporation, One Stamford Forum, Stamford, Connecticut, at which the Company caused the New Debentures to be delivered to your representatives at the Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, for your several accounts, against payment therefor. On the basis of the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:
More Definitions of S-3
S-3. REGISTRATIONS. The Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on a Registration Statement on Form S-3 under the Securities Act ("Form S-3") or a comparable successor form, and to file within 90 days from the Closing Date a registration statement on Form S-3 (or on such other form as the Company is then eligible to use under the Securities Act) for the registration of all Common Shares issued pursuant to the Exchange Offer ("Registrable Securities"). The Company shall take such steps as are required to register such Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such holder's Registrable Securities registered thereunder are sold. Notwithstanding the foregoing:
S-3. The forms so designated, promulgated by the Commission for registration of securities under the Securities Act of 1933, as amended (the "Securities Act"), and any forms succeeding to the functions of such forms, whether or not bearing the same designation.
S-3 means Parent’s resale registration statement on Form S-3 naming the holders of Preferred Stock as “selling stockholders” in Part I, Item 7 thereof.
S-3 means the Series 3 National Commodity Futures Examination published by the National Futures Association on May 2012 and made available athttp://www.nfa.futures.org/NFA-regis- tration/study-outlines/SO-Series3.pdf.
S-3 as defined in Section 2.03.
S-3. Registration. The Company shall prepare and file with the Securities and Exchange Commission (the SEC”), within thirty (30) days after the Effective Date (or, if the delivery of the audit report referenced in Section 9.9 of the Asset Purchase Agreement does not occur by November 12, 2003, then within that number of days after the Effective Date that equals 30 plus the number of days of such delay beyond November 12, 2003), a registration statement on the Form S-3 (the “S-3”) for the purpose of effecting a registration of the offer and resale of all Registrable Shares by Complient, and shall use all reasonable efforts to effect, as soon as practicable after the date hereof, such registration (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements and regulations) as would permit or facilitate the sale and distribution of the Registrable Shares.