Final Registration Statement definition
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.
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.
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.
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.
Such Holder has received and carefully reviewed the Registration Statement, and will review the Final Registration Statement prior to the Closing, each in their entirety.
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").
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.
LMC shall use its reasonable best efforts to cause the Registration Statement, as amended, to be declared effective by the SEC as promptly as reasonably practicable (the amended Registration Statement, in the form it is declared effective, is referred to herein as the "Final Registration Statement").