Effectiveness of the Registration Statement definition

Effectiveness of the Registration Statement has the meaning set forth in the Preamble to this Agreement.
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Examples of Effectiveness of the Registration Statement in a sentence

  • The Conversion shall become effective at the time of the filing of the Certificate of Conversion (and the Certificate of Conversion will specify that the Conversion shall be effective immediately upon its filing) as provided under the DGCL (the “Conversion Effective Time”), which Conversion Effective Time shall occur at least two hours prior to the Effectiveness of the Registration Statement.

  • A-41 Table of Contents (d) Effectiveness of the Registration Statement.

  • Failure to File or Obtain Effectiveness of the Registration Statement.

  • The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: Effectiveness of the Registration Statement.

  • Effectiveness of the Registration Statement is a condition to Investor’s obligations under the Purchase Agreement.

  • The respective obligations of each party to effect the Mergers and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by Trikon and Aviza, to the extent permitted by applicable Law:Section 6.1.1 Effectiveness of the Registration Statement.

  • Effectiveness of the Registration Statement is a condition to the distribution of the Rights, but is not a condition to the Effective Date of the Plan.

  • The Company covenants and agrees with the Underwriter that: Effectiveness of the Registration Statement.

  • Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the Effectiveness of the Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus at the time of Effectiveness.

  • The Company will immediately notify the Holder of a proceeding, or threat of proceeding, the result of which could affect the Effectiveness of the Registration Statement.

Related to Effectiveness of the Registration Statement

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

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

  • 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.

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

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

  • 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 for the purpose of registering the offer of shares of NBT Common Stock to be offered to holders of CNB Common Stock in connection with the Merger.

  • Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

  • Registration Filing Date means the date that is ninety (90) calendar days after the Effective Date.

  • Resale Shelf Registration Statement shall have the meaning given in subsection 2.3.1.

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

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

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

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

  • Shelf Registration Statement means the Shelf Registration Statement as defined in the Registration Rights Agreement.

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

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.