Form F-4 Registration Statement definition

Form F-4 Registration Statement means the Registration Statement on Form F-4 to be filed with the SEC by Parent in connection with the issuance of Parent Subordinate Voting Shares in connection with the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.
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Form F-4 Registration Statement means the registration statement on Form F-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.
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Form F-4 Registration Statement filed with the SEC in connection with the registration under the Securities Act of, among other things, the ZOOZ Shares to be issued under the Transaction Agreement to the holders of Class A Shares outstanding prior to the effective time of the Transaction, which Transaction Registration Statement will also contain a proxy statement of KAC for the purpose of soliciting proxies from KAC’s shareholders for the matters to be acted upon at the extraordinary general meeting of KAC’s shareholders to be held in connection with the approval of the Business Combination, or (ii) the Shares to be registered on a registration statement on Form F-1 to be filed with the SEC prior to the Transaction Closing (the “Form F-1 Registration Statement”; the Form F-4 Registration Statement or the Form F-1 Registration Statement, as applicable, is referred to herein as the “Transaction Registration Statement”), such determination to be in the sole discretion of KAC and ZOOZ. The obligation of KAC and ZOOZ to include the Shares in the Transaction Registration Statement are contingent upon the Subscriber furnishing in writing to KAC and ZOOZ such information regarding the Subscriber, the securities of KAC held by the Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by KAC or ZOOZ to effect the registration of the Shares, and the Subscriber shall execute such documents in connection with such registration as KAC or ZOOZ may reasonably request.
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Examples of Form F-4 Registration Statement in a sentence

  • The Proxy Statement (except for those portions of the Proxy Statement that relate only to the Company and its Subsidiaries) and the Form F-4 Registration Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act, respectively.

  • Parent shall use commercially reasonable efforts to obtain formal approval of the Parent Circular/Prospectus concurrently with the Form F-4 Registration Statement Effective Date including, specifically and without limitation, supplying all such information, giving all such undertakings, executing all such documents, paying all such fees and doing or procuring to be done all such things as may be necessary or required by the UKLA for the purposes of obtaining such approval.

  • Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form F-4 Registration Statement and the Proxy Statement.

  • Each of the Company and Parent shall cooperate and provide the other with reasonable opportunity to review and comment on the Form F-4 Registration Statement and the Proxy Statement prior to filing such document with the SEC.

  • Each of Parent and the Company shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders any amendment to the Form F-4 Registration Statement or the Proxy Statement that becomes necessary after the date the F-4 Registration Statement is declared effective.

  • The Form F-4 Registration Statement shall have been declared effective by the SEC in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form F-4 Registration Statement shall have been issued by the SEC, and no proceeding for that purpose shall have been initiated or threatened by the SEC.

  • The Form F-4 Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder.

  • Following delivery of the tax representation letters contemplated pursuant to the first sentence of this Section 5.12(a), each of Parent and the Company shall use its reasonable efforts to cause Xxxx Xxxxxxx LLP to deliver to Parent, and Xxxx and Xxxx LLP to deliver to the Company, a tax opinion with respect to matters as are appropriate for description, and inclusion as exhibits, in the Form F-4 Registration Statement and the Proxy Statement, such opinions to be substantially similar in substance.

  • We have acted on your behalf in connection with the registration under the US Securities Act of 1933, as amended (the "ACT") of its Euro 200,000,000 10 7/8% Senior Subordinated Guaranteed Notes due 2008 (the registered Notes being referred hereafter as the "NEW NOTES") and have in this respect reviewed the draft Form F-4 Registration Statement dated 10 August 2001( the "REGISTRATION STATEMENT") and the form of the New Notes as attached to the Indenture dated 8 May, 2001 as Exhibit A.

  • The Form S-4 Registration Statement of CHTL shall include the Information Statement, and the) Form F-4 Registration Statement of ASSAC shall include the Information Statement as the ASSAC prospectus, pursuant to which ASSAC shall register under the Securities Act the Merger Consideration.


More Definitions of Form F-4 Registration Statement

Form F-4 Registration Statement means the Form F-4 Registration Statement filed by the Borrower under the U.S. Securities Act of 1933 with the SEC on 21 November 2000.
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Form F-4 Registration Statement means the registration statement on Form F-4 to be filed with the SEC by Offeror in connection with the issuance of the Offeror Shares to the Selling Shareholder, including a prospectus, amendments and supplements to the registration statement on Form F-4 or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the registration statement on Form F-4.
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Related to Form F-4 Registration Statement

  • 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 (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.

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

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • 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.

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

  • 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.

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

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

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

  • 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.

  • 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.

  • 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.

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

  • 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.

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