Registration under the Exchange Act. The Securities are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Securities under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration except as described in the Registration Statement and Prospectus.
Registration under the Exchange Act. The Fund’s registration statement on Form 8-A, as amended, under the Exchange Act has become effective.
Registration under the Exchange Act. The Company has filed a Registration Statement under Section 12(g) of the Exchange Act with respect to the Common Stock. The Company has delivered a copy of such filing to the Underwriter and to legal counsel for the Underwriter. The Company shall use its best efforts to cause the registration statement under the Exchange Act to become effective not later than the Effective Date, or as soon thereafter as possible.
Registration under the Exchange Act. Prior to the effective date of the Registration Statement, the Company will have made a filing under Section 12(g) of the Exchange Act with respect to the Company's Units, Common Stock and Class A Warrants. The Company agrees to deliver a copy of such filing to the Representative and to legal counsel for the Representative when filed. On the effective date of the Registration Statement, the Company will cause the Company's filing under Section 12(g) of the Exchange Act to become effective with the Commission.
Registration under the Exchange Act. The Class A Shares are currently registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Class A Shares becoming eligible for deregistration under the Exchange Act. Registration may be terminated upon application of the Company to the SEC if the number of holders of record of the Shares is fewer than 300 and the outstanding Shares are not listed on a “national securities exchange.” Termination of the registration of the Class A Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of Shares and to the SEC and would make certain of the provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement to furnish a proxy statement pursuant to Section 14(a) in connection with a stockholder’s meeting and the related requirement to furnish an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions, no longer applicable to the Company. Furthermore, “affiliates” of the Company and persons holding “restricted securities” of the Company may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. If at any time following the Acceptance Time, the number of holders of record of the Shares is fewer than 300, the Company has agreed under the Merger Agreement to take all steps necessary or appropriate to terminate registration of the Shares under the Exchange Act including the filing of Exchange Act Form 15 with the SEC. If registration of the Class A Shares under the Exchange Act is not terminated prior to the Merger, then the registration of the Class A Shares under the Exchange Act will be terminated following the completion of the Merger. 20 Table of Contents
Registration under the Exchange Act. The Company has filed with the Commission a Form 8-A (File No. 001-[●]) providing for the registration pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Securities. The registration of the ordinary shares under the Exchange Act has been declared effective by the Commission on or prior to the date hereof. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Securities under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.
Registration under the Exchange Act. The Company shall, within 90 days after the Effective Date, register the class of equity securities which constitutes the Stock and Warrants by filing with the Securities and Exchange Commission a Registration Statement (and such copies thereof as the Commission may require) with respect to such securities, containing such information and documents as the Commission may specify comparable to that which is required in an application to register a security pursuant to subsection (g) of Section 12 of the Act, as amended.
Registration under the Exchange Act. If the Merger is consummated, stockholders who have not tendered their Shares in the Offer will receive cash in an amount equal to the price per Share provided pursuant to the Offer. Therefore, if such Merger takes place, the only difference between tendering Shares in the Offer and not tendering Shares in the Offer is that tendering stockholders will be paid earlier. If, however, the Merger is not consummated, the purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and may reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares held by stockholders other than the Purchaser. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Price. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements of the NYSE for continued listing and may, therefore, be delisted from such exchange. According to the NYSE’s published guidelines, the NYSE would consider delisting the Shares if, among other things (i) there were fewer than 400 holders, (ii) there were fewer than 1,200 holders and the average monthly trading volume was less than 100,000 Shares over the most recent 12 months, (iii) the number of publicly held Shares (excluding Shares held by officers, directors, their immediate families and other concentrated holdings of 10% or more) were less than 600,000, or (iv) the aggregate market value of the publicly held Shares was less than $50 million. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the requirements of the NYSE for continued listing and the listing of Shares is discontinued, the market for the Shares could be adversely affected. If the NYSE were to delist the Shares, it is possible that the Shares would trade on another securities exchange or in the over-the-counter market and that price quotations for the Shares would be reported by such exchange or through the Nasdaq National Market or other sources. The extent of the public market for the Shares and availability of such quotations would, however, depend upon such factors as the number of holders and/or the aggregate market value of the publicly-...
Registration under the Exchange Act. In connection with the Offering, AngioDynamics shall have filed a registration on Form 8-A under the Exchange Act (the "Exchange Act Registration Statement"), together with such amendments and supplements thereto as may have been necessary to cause the same to become effective and as may otherwise be required by the Commission or federal, state or foreign securities Laws. AngioDynamics and E-Z-EM shall coordinate the mailing to the holders of E-Z-EM Common Stock, at such time on or prior to the Distribution Date as E-Z-EM shall determine, such information concerning the Distribution and related matters as may be required under applicable federal securities laws, as well as any other information concerning AngioDynamics, its business, operations and management, the Distribution and such other matters as E-Z-EM shall reasonably determine are necessary (collectively, the "Information Package").
Registration under the Exchange Act. The Holding Company shall cause the Trustee to register, and the Trustee shall register, the Interests under the Exchange Act, and shall prepare and file, or cause to be prepared and filed, all periodic and other reports and other documents pursuant to the foregoing. Such reports shall be signed by the Trustee and shall include financial statements of the Trust prepared by the Holding Company. The financial statements included in the Trust's Annual Report on Form 10-K shall be audited by an accounting firm designated by the Holding Company. The Holding Company shall provide such reasonable assistance as is requested by the Trustee in performing its obligations under this Section 6.8. The Trustee shall provide copies of such reports to any Trust Beneficiary at such Trust Beneficiary's request and shall be reimbursed therefor by the Holding Company.
