SEC Filings

S-3ASR
RANGE RESOURCES CORP filed this Form S-3ASR on 08/09/2017
Entire Document
 


LOGO

Range Resources Corporation

August 9, 2017

Page 4

 

the Senior Indenture and to authorize the execution, delivery and performance of a supplemental indenture (if any) establishing the form and terms of such Senior Guarantee as contemplated by the Senior Indenture; (vi) a supplemental indenture or officers’ certificate establishing the form and terms of such series of Senior Debt Securities shall have been duly executed and delivered by the Company, each Guarantor (if any) and the Senior Trustee (in the case of such a supplemental indenture) or by duly authorized officers of the Company (in the case of such an officers’ certificate), in each case in accordance with the provisions of the organizational documents of the Company and each Guarantor (if any), final resolutions of the Board or a duly authorized committee thereof, final resolutions of the Governing Body of each Guarantor (if any) or a duly authorized committee thereof and the Senior Indenture; and (vii) the certificates evidencing the Senior Debt Securities of such series shall have been duly executed and delivered by the Company, authenticated by the Senior Trustee and issued, all in accordance with the organizational documents of the Company and each Guarantor (if any), final resolutions of the Board or a duly authorized committee thereof, final resolutions of the Governing Body of each Guarantor (if any) or a duly authorized committee thereof, the Senior Indenture and the supplemental indenture or officers’ certificate, as the case may be, establishing the form and terms of the Senior Debt Securities of such series, and shall have been duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement to the purchasers thereof against payment of the agreed consideration therefor.

2.    The Subordinated Debt Securities of each series covered by the Registration Statement will constitute valid and binding obligations of the Company and the Subordinated Guarantees (if any) of each such series of Subordinated Debt Securities will constitute valid and binding obligations of each Guarantor (if any) when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act and the Subordinated Indenture (including any necessary supplemental indenture) shall have been qualified under the TIA; (ii) a prospectus supplement with respect to such series of Subordinated Debt Securities shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Subordinated Indenture shall have been duly authorized, executed and delivered by the Company, each Guarantor (if any) and the Subordinated Trustee; (iv) all necessary corporate action shall have been taken by the Company to authorize the form, terms, execution, delivery, performance, issuance and sale of such series of Subordinated Debt Securities as contemplated by the Registration Statement, the prospectus supplement relating to such Subordinated Debt Securities and the Subordinated Indenture and to authorize the execution, delivery and performance of a supplemental indenture or officers’ certificate establishing the form and terms of such series of Subordinated Debt Securities as contemplated by the Subordinated Indenture; (v) all necessary corporate or limited liability company action shall have been taken by each Guarantor (if any) to authorize the terms and issuance of its Subordinated Guarantee (if any) related to such series of Subordinated Debt Securities as contemplated by the Registration Statement, the prospectus supplement relating to