S-3 definition
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 means the Series 3 National Commodity Futures Examination published by the National Futures Association on May 2012 and made available at http://www.nfa.futures.org/NFA-regis- tration/study-outlines/SO-Series3.pdf.
S-3 has the meaning set forth in Section 4.11.
More Definitions of S-3
S-3. 45 Exhibit B MILBANK, TWEED, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ __________, 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, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, 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:
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.
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:
(i) the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration; and
(ii) the Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. The obligations of the Company under this Section 7 shall expire and terminate at such time as the holder of Registrable Securities shall be entitled to sell such securities without restriction and without a need for the filing of a registration statement under the Securities Act, including without limitation, for any resales of restricted securities made pursuant to Rule 144 as promulgated by the Securities and Exchange Commission.
S-3 has the meaning set forth in Section 4.11. 36 42 "S-4" has the meaning set forth in Section 3.14. "SEC" means the Securities and Exchange Commission or any successor agency or department. "Securities Act" means the Securities Act of 1933, as amended, and the regulations and rulings issued thereunder. "Significant Stockholders" (or "Significant Stockholder" as the context may require) has the meaning set forth in the preamble hereof. "Software License Agreement" means the software license agreement, dated October 17, 1996, by and between Ryder Truck Rental, Inc., a Florida corporation, and the Company. "Special Covenants" has the meaning set forth in Section 12.7. "Stock Option Plans" has the meaning set forth in Section 3.7(a). "Sub" has the meaning set forth in the preamble hereof. "Subsidiaries" (or "Subsidiary" as the context may require), means each entity as to which a person, directly or indirectly, owns or has the power to vote, or to exercise a controlling influence with respect to, 50% or more of the securities of any class of such entity, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such entity. "Surviving Corporation" has the meaning set forth in Section 1.2(a). "Surviving Person" has the meaning set forth in Section 3.16. "Taxes" means all taxes, assessments, charges, duties, fees, levies or other governmental charges (including interest, penalties or additions associated therewith) including federal, state, city, county, foreign or other income, franchise, capital stock, real property, personal property, tangible, withholding, FICA, unemployment compensation, disability, transfer, sales, use, excise, gross receipts and all other taxes of any kind for which the Company or any Subsidiary of the Company is liable imposed by the United States or any state, county, city, country or foreign government or subdivision or agency thereof. "Tax Return" means a report, return or other information required to be supplied to a governmental entity with respect to Taxes including, where permitted or required, combined or consolidated returns for a group of entities. "Termination Date" has the meaning set forth in Section 10.1(a). "Total Disposed Annual Value" has the meaning set forth in Section 3.4(b). "Total Disposed Final Value" has the meaning set forth in Section 3.4(c). "Total Remaining Annual Value" has the meaning set forth in Section 3...
S-3. [Signature Page to the Fourth Amendment to Credit Agreement]
S-3. [Credit Agreement] BMO Capital Markets Financing, Inc. By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ Title Vice President ------------------------ EXHIBIT A NOTE ________________, _____ FOR VALUE RECEIVED, the undersigned, ▇▇▇▇▇ Lang LaSalle Finance B.V., a private company with limited liability organized under the laws of The Netherlands (the "Borrower"), promises to pay to the order of ________________________ (the "Bank") on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of Bank of Montreal, as Administrative Agent, in Chicago, Illinois, in immediately available funds, the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Loan is a Domestic Rate Loan or a Eurodollar Loan and the interest rate and Interest Period applicable thereto, PROVIDED that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be PRIMA FACIE evidence of the same, PROVIDED, HOWEVER, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Notes referred to in the Credit Agreement dated as of April 15, 2008, among the Borrower, the Guarantors party thereto, Bank of Montreal, as Administrative Agent, and the Banks party thereto (as amended from time to time, the "Credit Agreement"), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be gover...
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.