Company Form S-1 definition

Company Form S-1 means the Registration Statement on Form S-1 filed by the Company with the SEC on May 24, 2011, any amendments thereto, or any replacements thereof.
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Company Form S-1 shall have the meaning set forth in Section 4.6(a).
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Company Form S-1 means the Company’s Draft Registration Statement on Form S-1, confidentially submitted with the SEC on June 8, 2021, as updated by the in-process amendment that is attached to Schedule 1.1(a) of the Disclosure Schedules.
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Examples of Company Form S-1 in a sentence

  • Such Registration Statement filed hereunder shall be on Form S-3 or, if such form is not available to the Company, Form S-1.

  • The foregoing Registration Statement shall be filed on Form S-3, or if Form S-3 is not available to the Company, Form S-1 or any successor forms thereto.

  • For the avoidance of doubt, the Company acknowledges that, as of the date hereof, (i) Form S-3 is not available to the Company and (ii) until Form S-3 is available to the Company, Form S-1 shall be expressly permitted for any Demand Registration hereunder.

  • At any time after the Effective Date, the holders of Registrable Securities may request registration under the Securities Act of all or a portion of their Registrable Securities up to a total of four times (on Form S-3, or if Form S-3 is not then available to the Company, Form S-1 or any successor form) (any registration under this Section 1(a), a “Demand Registration”).

  • At any time following January 11, 2014, the holders of a majority of the then-outstanding Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any successor form, or if such form is not then available to the Company, Form S-1 (a “Demand Registration”), which may if so requested be a “shelf” registration under Rule 415 under the Securities Act.

  • The Company shall not, prior to the Effective Time, amend the Company Form S-1.

  • The Required Holders will be entitled to demand, from time to time, upon written request, that the Company file a Registration Statement under the Securities Act to effect the registration of all or part of their Registrable Securities on, at the option of the Company, Form S-1 or any similar long-form registration, or Form S-2 or S-3 or any similar short-form registration, if available, for an offering to be made either on a continuous basis pursuant to Rule 415 or by means of an underwriting.

  • The Company shall take such action as is required to formally withdraw the Company Form S-1, such withdrawal to be effective at or prior to the Effective Time.

  • Upon the written request of the Majority Holders of the Registrable Securities commencing eleven months after the Closing Date, the Company shall file with the SEC, a registration statement on Form SB-2 (or any successor form thereto), or in the event that Form SB-2 is not then available for the registration of securities of the Company, Form S-1, covering the resale to the public by the Holders of the Registrable Securities (the “Stockholder Registration Statement”).

  • Except as set forth in the Company Form S-1 since the date of the filing of the Company Form S-1 through the date of this Agreement, no event has occurred that would be required to be disclosed by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC if an amendment to the Company Form S-1 were filed.

Related to Company Form S-1

  • Form S-1 shall have the meaning given in subsection 2.1.1.

  • 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.

  • Company Registration Statement shall have the meaning set forth in Section 3.5(a).

  • Form F-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

  • Form S-8 means a registration statement on Form S-8 under the Securities Act, or any successor form thereto.

  • Form F-3 Shelf shall have the meaning given in Section 2.1.1.

  • Form 10 means the registration statement on Form 10 filed by SpinCo with the SEC to effect the registration of SpinCo Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

  • Form S-4 has the meaning set forth in Section 6.5(a).

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Form S-1 Shelf shall have the meaning given in Section 2.1.1.

  • Form F-3 means such respective form under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

  • Rule 462(b) Registration Statement means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.

  • Company Proxy Statement has the meaning set forth in Section 3.5.

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

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

  • Form S-3 Shelf shall have the meaning given in Section 2.1.1.

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.

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

  • Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

  • 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.

  • 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.

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

  • 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.

  • Company IP Registrations means all Company Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

  • Company Benefit Plans has the meaning set forth in Section 3.16(a).

  • Company Benefit Plan has the meaning specified in Section 4.13(a).