Such Registration Statement definition

Such Registration Statement shall contain (in addition to the other information required to be contained therein) a description of the intended method or methods of distribution of the Registrable Securities, which Pubco and Wireless acknowledge may involve, among other things, the offering of Registrable Securities underlying Monetizing Securities (the description of which shall be provided to Pubco by such Holder or Holders), which Monetizing Securities are subject to acquisition by holders of such Monetizing Securities upon exchange or conversion thereof. Each of Pubco (and Wireless to the extent that its participating as a co-registrant is necessary) shall use its best efforts to cause any such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing. Pubco (and Wireless to the extent that its participation as a co-registrant is necessary) shall use its best efforts to qualify for registration on Form S-3 during the term of the registration rights granted pursuant to this Annex B.
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Such Registration Statement has been filed with the Securities and Exchange Commission but has not yet been declared effective. Pursuant to Section 2.2 of the Agreement, notwithstanding the use by the Company of its reasonable efforts to cause the managing underwriter of the proposed Offering (a) to permit the Registrable Securities requested to be included in the Offering to be included in the Registration Statement on the same terms and conditions as the shares of Common Stock included therein, and (b) to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof, the managing underwriter of the proposed Offering has informed the Company and, by the attached copy of its letter, hereby notifies you, that in its opinion the total number of Registrable Securities which the Company intends to include in the Offering is such that participation in the Offering by Holders of Registrable Securities would materially and adversely affect the success of the Offering, including the price at which the Common Stock could be sold. As a result of this determination, the Company has decided not to include any Registrable Securities, including those of Holders who responded to the Company's May 5, 1998 notice, in the Offering. If you have any questions, please feel free to forward written inquiries to the Secretary at the Company's address above. PATHNET, INC. By: /s/ Xxxxxxx X. Xxxxx ------------------------ Xxxxxxx X. Xxxxx Vice President, General Counsel and Secretary XXXXXX XXXXXXX XXXXXX XXXXXXX & CO. INCORPORATED 0000 XXXXXXXX XXX XXXX, XXX XXXX 00000 (000) 000-0000 July 22, 1998 To the Holders of Registrable Securities: Reference is made to the Warrant Registration Rights Agreement dated as of April 8, 1998 (the "Agreement"), among Pathnet, Inc., a Delaware corporation (the "Company"), Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), Bear, Xxxxxxx & Co. Inc., TD Securities (USA) Inc. and Salomon Brothers Inc (together with Xxxxxxx Xxxxx, the "Initial Purchasers") and the other signatories thereto. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. We are acting as managing underwriter for the Company's proposed initial public offering (the "Offering") of common stock, par value $.01 per share (the "Common Stock"). We understand that, in accordance with the terms of the Agreement, you have delivered to the Company written...
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Examples of Such Registration Statement in a sentence

  • Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective.

  • Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities.

  • Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing.

  • Such Registration Statement is effective and available for the offer and sale of the Shares as of the date hereof.

  • Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors.

  • Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares.

  • Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective in accordance with Section 8(a) of the Act.

  • Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A.

  • Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A.

  • However, increases in open orders shall be subject to a lead‐time of no greater than 12 weeks.

Related to Such Registration Statement

  • S-4 Registration Statement has the meaning set forth in Section 6.03.

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

  • 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.

  • Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

  • IPO Registration Statement has the meaning set forth in the recitals to this Agreement.

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

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

  • 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.

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

  • Supplemental Registration Statement shall have the meaning set forth in the Registration Rights Agreement.

  • Company Registration Statement means the Registration Statement, including the Prospectus, amendments and supplements to the Registration Statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material and exhibits incorporated by reference or deemed to be incorporated by reference in such registration statement.

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act to register the offer of shares of Hanmi Common Stock to be offered to holders of SWNB Common Stock in connection with the Merger.

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

  • Resale Registration Statement means a registration statement under the Securities Act registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.

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

  • Incidental Registration Statement means a registration statement of the Company which covers the Registrable Securities requested to be included therein pursuant to the provisions of Section 2.2 and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein.

  • 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.

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

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

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

  • Registration Statements means the Initial Registration Statement and the additional registration statement as proposed to be filed or as proposed to be amended by the post-effective amendment to be filed shortly prior to its Effective Time, and (iii) "Prospectus" shall mean the prospectus included in the Registration Statements.

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

  • Resale Shelf Registration Statement shall have the meaning set forth in Section 2.1(a).

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

  • 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.