S-3 Eligible definition

S-3 Eligible shall have the meaning set forth in Section 5.1.

S-3 Eligible means the Issuer meets or is deemed to meet the eligibility requirements to file on Form S-3 as set forth in General Instruction I.A. to Form S-3.

S-3 Eligible has the meaning specified in Section 2(a) hereof.

Examples of S-3 Eligible in a sentence

• Notwithstanding the provisions of this Agreement to the contrary, if the Company is not S-3 Eligible after August 1, 2002, as a result of any action or omission by the Company after such date, the Holder Notice may request any registration requested under Section 2.1(a) be effected on Form S-1 (or any applicable successor form).

• Notwithstanding the provisions of Section 3 and this Section 8, at such time or times as the Company is not Form S-3 Eligible, the Initiating Demand Holders shall have the right hereunder to effect a maximum of three Demand Registrations in the aggregate, and the Company shall in no event be obligated to take any action to effect more than three such Demand Registrations.

• The Company acknowledges and agrees that a Holder seeking Registration pursuant to this Section 8.3(b) may request a Registration on Form S-3 prior to the Company being S-3 Eligible in order to give the Company time to prepare a Form S-3 registration statement for filing on the first date the Company becomes S-3 Eligible.

• From and after such time as the Company has become Form S-3 Eligible, and for so long as the Company remains Form S-3 Eligible, the Initiating Demand Holders shall have the right hereunder, subject to Section 3 and this Section 8, to effect an unlimited number of Demand Registrations.

• If the Issuer is not S-3 Eligible on or after April 10, 2003, the Issuer shall use commercially reasonable efforts to file within 180 days after the date of the Closing, a registration statement on Form S-1 which covers the resale of all the Registrable Securities.

More Definitions of S-3 Eligible

S-3 Eligible means that the Company meets the registrant requirements and transaction requirements for the use of Form S-3 of the Commission, as set forth in the General Instructions to such Form.

S-3 Eligible means the ability of the Company to file a Registration Statement on Form S-3 under the Securities Act.

S-3 Eligible means, with respect to the Company, each day on which the Company is eligible to register securities for reoffer and resale using a registration statement on Form S-3.

S-3 Eligible shall have the meaning set forth in Section 4.1(c).

S-3 Eligible means that the Company is in compliance with all requirements set forth by the SEC in order to file a Registration Statement on Form S-3. “SEC” shall mean the Securities and Exchange Commission. “Securities Act” shall mean the Securities Act of 1933, as amended. “Shareholder Representatives” shall mean (a) Catterton, for so long as it is a Holder or (b) if Catterton is no longer a Holder, the Holder designated by a majority of Participating Holders. “Stock Restriction Agreement” shall mean that certain Stock Restriction Agreement, dated as of the date hereof, by and among the Company and certain of the Shareholders. “Unrestricted Shares” shall mean the Company Shares held by the Holders that are not subject to the transfer restrictions set forth in the Stock Restriction Agreement, or will not be subject to such transfer restrictions within two (2) years of the date of filing the S-3 Registration Statement or the S-1 Registration Statement, as the case may be. 2. TRANSFERS OF THE REGISTRABLE SECURITIES AND THE REGISTRATION RIGHTS Notwithstanding the registration rights granted by the Company to the Holders who are party to the Stock Restriction Agreement pursuant to this Agreement, the Disposition of such Registrable Securities and the registration rights relating thereto shall be in all respects subject to the transfer restrictions set forth in Section 10.3 and in the Stock Restriction Agreement, as applicable. 3. REGISTRATION RIGHTS 3.1. Registration Statement. (a) As soon as reasonably practicable following the date that the Company becomes S-3 Eligible, but in no event after July 1, 2011 (the “Registration Deadline”), the Company shall file with the SEC a Registration Statement on Form S-3 (the “S-3 Registration Statement”) covering the registration of the Registrable Securities held by all of the Shareholders that are Unrestricted Shares; provided, that if the Company is not S-3 Eligible on the Registration Deadline, the Company, as promptly as practicable (but in no event later than thirty (30) days after the date that is one (1) year following the date hereof) shall file a Registration Statement on Form S-1 (the “S-1 Registration Statement”) covering the registration of the Registrable Securities held by all of the Shareholders that (i) are Unrestricted Shares and (ii) which cannot be sold to the public pursuant to Rule 144 without restriction within one (1) year following the date hereof; provided, that the Company shall be required to file an S-1 R...

S-3 Eligible means that the Company is in compliance with all requirements set forth by the SEC in order to file a Registration Statement on Form S-3.

S-3 Eligible means that the Company meets the registrant requirements and transaction requirements for the use of Form S-3 (or any successor form thereto) of the SEC, as set forth in the General Instructions to such Form (or any successor form thereto).