Registration Default

Example Definitions of "Registration Default"
Registration Default. The occurrence of any of the following: (i) the Exchange Offer of the Exchange Notes for all New Notes validly tendered in accordance with the terms of the Exchange Offer is not completed on or prior to the Target Registration Date or, if a shelf registration statement is required, such shelf registration statement is not declared effective on or prior to the 180th day after the later of (a) the Target Registration Date and (b) the date on which the Company receives a duly executed Shelf... Request or (ii) if applicable, a Shelf Registration Statement has been declared effective and such shelf registration statement ceases to be effective or the prospectus contained therein ceases to be usable for resales of registrable securities (a) on more than two occasions of at least 30 consecutive days during the required effectiveness period or (b) at any time in any 12-month period during the required effectiveness period and such failure to remain effective or be usable exists for more than 90 days (whether or not consecutive) in any 12-month period View More
Found in Nucor Corp. contract
View All 5 Variations
Registration Default. The Shall mean the occurrence of any of the following: (i) the Exchange Offer of the Exchange Notes for all New Notes validly tendered in accordance with the terms of the Exchange Offer is not completed on or prior to the Target Registration Date or, if a shelf registration statement is required, such shelf registration statement is not declared effective on or prior to the 180th day after the later of (a) the Target Registration Date and (b) the date on which the Company receives a duly... executed Shelf Request by a Dealer Manager that has fully complied with Section 2(b) hereof or (ii) if applicable, a Shelf Registration Statement shelf registration statement covering resales of the New Notes has been declared effective and such shelf registration statement ceases to be effective or the prospectus contained therein ceases to be usable for resales of registrable securities (a) on more than two occasions of at least 30 consecutive days during the required effectiveness period or (b) at any time in any 12-month period during the required effectiveness period Shelf Effectiveness Period and such failure to remain effective or be usable exists for more than 90 days (whether or not consecutive) in any 12-month period period. View More
Found in S&P Global, Inc. contract
Registration Default. The occurrence of any of the following: (i) the Exchange Offer of the Exchange Notes for all New Notes validly tendered in accordance with the terms of the Exchange Offer is not completed on or prior to the Target Registration Date or, if a shelf registration statement is required, such shelf registration statement is not declared effective on or prior to the 180th 60th day after the later of (a) the Target Registration Date and (b) the date on which the Company receives a duly executed Shelf... Request or (ii) if applicable, a Shelf Registration Statement shelf registration statement covering resales of the New Notes has been declared effective and such shelf registration statement ceases to be effective or the prospectus contained therein ceases to be usable for resales of registrable securities (a) on more than two occasions of at least 30 consecutive days during the required effectiveness period or (b) at any time in any 12-month period during the required effectiveness period and such failure to remain effective or be usable exists for more than 90 days (whether or not consecutive) in any 12-month period View More
Found in HF Sinclair Corp contract
Registration Default. The Shall mean the occurrence of any of the following: (i) the Exchange Offer of the Exchange Notes for all New ADI Notes validly tendered in accordance with the terms of the Exchange Offer is not completed on or prior to the Target Registration Date or, if a shelf registration statement is required, such shelf registration statement is not declared effective on or prior to the 180th day after the later of (a) the Target Registration Date and (b) the date on which the Company receives a duly... executed Shelf Request in compliance with Section 2(b) hereof or (ii) if applicable, a Shelf Registration Statement shelf registration statement covering resales of the ADI Notes has been declared effective and such shelf registration statement ceases to be effective or the prospectus contained therein ceases to be usable for resales of registrable securities (a) on more than two occasions of at least 30 consecutive days during the required effectiveness period Shelf Effectiveness Period or (b) at any time in any 12-month period during the required effectiveness period Shelf Effectiveness Period and such failure to remain effective or be usable exists for more than 90 days (whether or not consecutive) in any 12-month period period. View More
Found in Analog Devices, Inc. contract
View Variations (5)
Registration Default. The occurrence of any of the following: (i) the Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target... Registration Date and (b) 90 days after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter, on more than two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement View More
Found in AIR LEASE CORP contract
View All 4 Variations
Registration Default. The Means the occurrence of any of the following: (i) the Registered Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to by Section 2(b)(i) or Section 2(b)(ii) hereof, 3 of this Agreement, has not become effective on or prior to the Target Registration Date, or (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not... become effective by the later of (a) the Target Registration Date and (b) 90 days after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by Section 3 of this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, usable for resales of Notes, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter, (a) on more than two occasions during the Shelf Registration Period or (b) at any time in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case Period there exists a Suspension Period for more than 30 days, whether or not permitted by this Agreement consecutive. View More
Found in Jackson Financial Inc. contract
Registration Default. The occurrence of any of the following: (i) the Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) 2b(ii) hereof, has not become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the... Target Registration Date and (b) 90 days after delivery of such Shelf Request, or (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, usable (other than during a Suspension Period), at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 30 days (whether or not consecutive) in any 12-month period without being succeeded by any additional Registration Statement or (v) the Shelf Registration Statement, if required by this Agreement, has become post-effective amendment that is filed and subsequently declared effective and thereafter, on more than two occasions in any 12-month period during that cures the Shelf Effectiveness Period, the Shelf failure of such Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement usable View More
Found in FORUM ENERGY TECHNOLOGIES, INC. contract
Registration Default. The Shall mean the occurrence of any of the following: (i) the Exchange Offer is Registration Statement has not completed become effective or been declared effective by the SEC on or prior to the Target Registration Date, (ii) the Exchange Offer has not been completed within 60 days after the effective time of the Exchange Offer Registration Statement (if the Exchange Offer is then required to be made), (iii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section... 2(b)(ii) hereof, has not become effective or been declared effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter, on more than two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement Agreement. View More
Found in Mid-America Apartments, L.P. contract
View Variations (4)
Registration Default. Shall mean the occurrence of any of the following: (i) the Exchange Offer Registration Statement has not been filed with the SEC by the Target Filing Date, (ii) the Exchange Offer is not completed on or prior to the Target Completion Date, (iii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target Completion Date, (iv) if the Company receives a Shelf Request pursuant to Section 2(b)(iii) hereof,... the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Completion Date and (b) 90 days after delivery of such Shelf Request, (v) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, within a period of one year from such effectiveness (or such shorter period as any Registrable Securities are outstanding); provided that it shall not be a Registration Default under this clause (v) if the period or periods during which the Shelf Registration Statement ceases to be effective or the Prospectus ceases to be usable (each such period, a "Suspension Period") are less than, in aggregate, 90 days in length; and provided, further, that such one year period shall be extended by one day for each day of a Suspension Period. View More
Found in Voya Financial, Inc. contract
Registration Default. Shall mean the occurrence of any of the following: (i) the Registered Exchange Offer is not completed within 30 Business Days after the Exchange Offer Registration Statement relating to the Registered Exchange Offer becomes effective (if the Registered Exchange Offer is then required to be made), (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the... Target Effectiveness Date, (iii) any Exchange Offer Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared or becomes effective but shall thereafter either be withdrawn by the Partnership or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such Registration Statement (except as specifically permitted herein) without being succeeded promptly by an additional Registration Statement filed and declared or otherwise becoming effective; or (iv) the Partnership requires Holders to refrain from disposing of their Registrable Securities due to an event causing a Suspension Period to the extent that such period exceeds 60 days in the aggregate during any consecutive 12-month period View More
Found in Energy Transfer Operating, L.P. contract
Registration Default. The occurrence of any of the following: (i) the Company and the Guarantors fail to file the Exchange Offer Registration Statement on or before the 150th day after the Closing Date or fail to file the Shelf Registration Statement on or prior to the later of the 270th day after the Closing Date and 120 days after the obligation to file the Shelf Registration Statement arises under Section 2, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 240th day... after the Closing Date or the Shelf Registration Statement is not declared effective on or before the 210th day after the filing of the Shelf Registration Statement, (iii) the Exchange Offer is not consummated on or prior to the 300th day after the Closing Date and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 210th day after the filing of the Shelf Registration Statement, or (iv) the Shelf Registration Statement is filed and declared effective within the time periods required by Section 2 but, thereafter ceases to be effective or available for the Holders of Registrable Securities in connection with the offer and sale of such Registrable Securities during the period that the Company and the Guarantors are obligated to maintain the effectiveness thereof (unless such Shelf Registration Statement is succeeded by another Shelf Registration Statement filed and declared effective within 30 days of the date such Shelf Registration Statement ceased to be effective or such Shelf Registration Statement otherwise becomes available again within 30 days (so long as the aggregate number of days for which a Shelf Registration Statement has not been effective and available for the Holders of Registrable Securities to offer and sell such Registrable Securities does not exceed 45 days within any 90 day period or 60 days within any 12-month period) View More
Found in SELECT MEDICAL CORP contract
Registration Default. Shall mean the occurrence of any of the following: (i) the Exchange Offer, if required pursuant to Section 2(a) hereof, is not completed on or prior to the Target Registration Date, (ii) any Shelf Registration Statement, if required pursuant to Section 2(b) hereof, has not been filed and declared effective by the SEC in accordance with Section 2(b) hereof or (iii) any Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective at any... time at which it is required to be effective under this Agreement. View More
Found in STARWOOD PROPERTY TRUST, INC. contract
Registration Default. The occurrence of any of the following: (i) neither the Exchange Offer is completed on or prior to the date that is 395 days after the date hereof (or if the 395th day is not a Business Day, the next succeeding Business Day) nor the Shelf Registration has become effective within 210 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement (or if such 210th day is not a Business Day, the next succeeding Business Day), (ii) the Exchange Offer... Registration Statement with respect to the Securities has become effective but thereafter ceases to be effective or usable prior to the consummation of the Exchange Offer with respect to the Securities unless such ineffectiveness is cured within 365 days after the date hereof (or if such 365th day is not a Business Day, the next succeeding Business Day)); or (iii) the Shelf Registration Statement, if required by this Agreement, has been declared effective or usable but ceases to be effective for more than 120 days, whether or not consecutive, during any twelve-month period View More
Found in PepsiCo contract
Registration Default. The occurrence of any of the following events: (a) the Company fails to file with the Commission the Registration Statement on or before the Registration Filing Deadline; (b) the Registration Statement is not declared effective by the Commission on or before the Effectiveness Deadline; (c) after the Effective Date, sales cannot be made pursuant to the Registration Statement for any reason (including without limitation by reason of a stop order, or the Company's failure to update the... Registration Statement); or (d) after the Effective Date, the Common Shares generally or the Registrable Securities specifically are not listed or included for quotation on an Approved Market, or trading of the Common Shares is suspended or halted on the Approved Market, which at the time constitutes the principal market for the Common Shares, for more than two full, consecutive trading days; provided, however, a Registration Default shall not be deemed to occur if: (1) all or substantially all trading in equity securities (including the Common Shares) is suspended or halted on the Approved Market for any length of time; (2) the Company declares a Blackout Period (provided however that the Company shall only be permitted to declare two (2) Blackout Periods not to exceed a total of 15 Business Days in any twelve (12) month period); or (3) there is an Allowed Delay View More
Found in ProMIS Neurosciences Inc. contract
Registration Default. Shall mean, subject to the third sentence of Section 2(a), the occurrence of any of the following: (i) the Company and the Guarantors fail to file and/or make effective a Registration Statement covering the resale of all of the Registrable Securities in accordance with the timing and other requirements set forth in Section 2(a) or (ii) if a Registration Statement filed pursuant to Section 2(a) has been declared effective and such Registration Statement ceases to be effective or the prospectus... contained therein ceases to be usable for resales of Registrable Securities (a) for more than sixty (60) consecutive days during the required effectiveness period or (b) for more than one hundred twenty (120) days (whether or not consecutive) in any 12-month period during the required effectiveness period. Notwithstanding the foregoing, any day on which a Force Majeure has occurred or is continuing shall not count toward the timing requirements for the filing of a Registration Statement under clause (i) above or the calculation of the number of days in clauses (ii)(a) and (b) above. View More
Found in Iterum Therapeutics plc contract
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