Final Registration Statement definition

Final Registration Statement has the meaning set forth in Section 4.3(a).
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Final Registration Statement means an amendment to the shelf registration statement of the Company on Form F-10 (File No. 333-232313) filed with the SEC under the U.S. Securities Act, including the Final Base Shelf Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC;
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Final Registration Statement means the final registration statement on form F-1 to be filed with and declared effective by the SEC for the purpose of registering the Company’s equity securities with the SEC in connection with the IPO.
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Examples of Final Registration Statement in a sentence

  • Any Lock-up Agreements shall not prohibit the filing of the Final Registration Statement (and the Registration Actions related thereto) or the solicitation of votes of the Adelphia Claimants with respect to the approval of the Final Distribution.

  • There are no persons with registration rights or other similar rights to have any securities registered pursuant to the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement or otherwise registered by the Company under the U.S. Securities Act.

  • The Final Registration Statement will not contain as of the closing date of the IPO an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Based solely on the oral advice of a member of the staff of the SEC, no stop order suspending the effectiveness of the U.S. Final Registration Statement has been issued under the U.S. Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the SEC, and any request on the part of the SEC for additional information has been complied with.

  • The foregoing sentence does not apply to statements in or omissions from the U.S. Final Registration Statement or the U.S. Final Prospectus, as applicable, based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein.

  • Each Holder hereby acknowledges that it has not been furnished with any oral or written information concerning the Company, the IPO, or the conversion of the Series A Preferred Stock, other than the Registration Statement, the Final Registration Statement, and this Agreement and such Holder has relied solely on the foregoing in connection with its decision to exercise its Conversion Rights.

  • For purposes of the second proviso to the immediately preceding sentence, the term Final Registration Statement shall not be deemed to include the documents incorporated by reference therein, and the Underwriters shall not be obligated to send or give any supplement or amendment to any document incorporated by reference in (x) a preliminary prospectus or supplement thereto or (y) the Final Registration Statement to any person.

  • The Company has delivered to Holders a complete and accurate copy of the Registration Statement (excluding copies of exhibits thereto) filed with the Securities and Exchange Commission prior to the date of this Agreement, and will provide to Holders all amendments or supplements to the Registration Statement filed with the Commission prior to the Closing (the Registration Statement, as amended or supplemented as of the date of Closing, the "Final Registration Statement").

  • NGH agrees to prepare and file with the SEC such amendments and post-effective amendments as may be necessary to keep the Registration Statement and the Final Registration Statement (collectively, the "REGISTRATION STATEMENTS") effective for so long as there are any restrictions on resale of such shares under the United States securities laws, making any filings necessary to remedy any situation described in clauses (3), (4) or (5) of Section 8(b) below.

  • Goldman Sachs’ Compensation and Purported Conflicts After the plaintiff filed his complaint, Unity disclosed in the Final Registration Statement that Goldman Sachs would receive contingent compensation for its financial advice to Unity.65 Additional disclosures about Goldman Sachs’ potential conflicts were prompted by the plaintiff’s amended complaint.


More Definitions of Final Registration Statement

Final Registration Statement means the Registration Statement containing the Final Prospectus which is brought effective by the Commission. (ll)
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Final Registration Statement means an amendment to the shel Company on Form F-10 (File No. 333-232313) filed with the SEC under the U.S. Securities Act,including the Final Base Shelf Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC;
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Related to Final Registration Statement

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

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

  • 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.

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

  • 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.

  • 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.

  • IPO Registration Statement means the Registration Statement on Form S-1, as amended, relating to the initial public offering of the Common Stock.

  • 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.

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

  • Resale Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Underlying Shares by each Purchaser as provided for in the Registration Rights Agreement.

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

  • 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.

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

  • 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.

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

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

  • 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.

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

  • Special Registration means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or Company Subsidiaries or in connection with dividend reinvestment plans.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

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

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

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

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