Joint Proxy Statement and Prospectus definition

Joint Proxy Statement and Prospectus means the Joint Proxy Statement and Prospectus that is included as part of the Registration Statement on Form S-4 (as defined herein) and used to solicit proxies for the Coast Shareholders' Meeting and the GBB Shareholders' Meeting and to offer and sell the shares of GBB Stock to be issued in connection with the Merger.
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Examples of Joint Proxy Statement and Prospectus in a sentence

  • A copy of the Merger Agreement is set forth in Appendix A to the accompanying Joint Proxy Statement and Prospectus.

  • We also consent to the reference to us under the headings "Selected Consolidated Financial Information" and "Experts" in such Joint Proxy Statement and Prospectus.

  • The Merger of Old Chase into Chemical was approved by the Boards of Directors of both corporations in August, 1995, and the Joint Proxy Statement and Prospectus describing each of Old Chase's and Chemical's assets, business and activities was issued on October 31, 1995.

  • We hereby consent to the inclusion of this opinion as Exhibit 8.2 to the Registration Statement and to the reference to this firm under the caption "The Merger -- Material Federal Income Tax Consequences" in the Joint Proxy Statement and Prospectus.

  • We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Joint Proxy Statement and Prospectus constituting a part thereof.

  • The information contained in this summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Joint Proxy Statement and Prospectus and the documents incorporated herein by reference.

  • The descriptions of the assets, businesses and activities of Old Chase as set forth in the 1994 Annual Report and in the Joint Proxy Statement and Prospectus generally reflect the assets, businesses and activities of Old Chase at the time of the Merger.

  • A copy of the opinion of Merrill Lynch, which sets forth the assumptions made, matters considered and limitations on the review undertaken, is attached as Appendix C to this Joint Proxy Statement and Prospectus and is incorporated herein by reference.

  • We consent to the use in this Registration Statement of Alabama National BanCorporation on Form S-4 of our report dated January 12, 1996 relating to the financial statements of First American Bancorp and subsidiary and to the reference to us under the heading "Experts" in the Joint Proxy Statement and Prospectus.

  • In addition, Allied Waste and American have prepared, and we have reviewed, a Joint Proxy Statement and Prospectus which is contained in and made a part of the Registration Statement (the "Joint Proxy Statement and Prospectus").

Related to Joint Proxy Statement and Prospectus

  • Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.1(a).

  • Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

  • Joint Proxy Statement shall have the meaning set forth in Section 6.3(a).

  • Proxy Statement has the meaning set forth in Section 6.03(a).

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

  • Information Statement means the information statement to be made available to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

  • Final Prospectus means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • IPO Prospectus means the final prospectus of the Purchaser, dated October 14, 2015, and filed with the SEC on October 15, 2015 (File No. 333-206435).

  • U.S. Prospectus means a prospectus that has been prepared in accordance with the disclosure and other requirements of U.S. federal securities law for an offering of securities registered under the 1933 Act.

  • Interim Prospectus Supplement means the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b) from time to time as provided by Section 4(x) of this Agreement.

  • Canadian Prospectus means the Canadian Prospectus Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement and filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus;

  • Canadian Prospectus Supplement means the most recent prospectus supplement to the Canadian Base Prospectus relating to the Shares filed by the Company with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws. As used herein, “Canadian Prospectus” means the Canadian Prospectus Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement or any Terms Agreement and filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus.

  • Final Prospectus Supplement means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • Statutory Prospectus with reference to a particular time means the prospectus included in a Registration Statement immediately prior to that time, including any 430A Information or 430C Information with respect to such Registration Statement. For purposes of the foregoing definition, 430A Information shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) or Rule 462(c) and not retroactively.

  • Schedule 14D-9 has the meaning set forth in Section 1.02(a).

  • Basic Prospectus means the prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Date including any Preliminary Final Prospectus.

  • SEC Filings has the meaning set forth in Section 4.6.

  • U.S. Prospectus Supplement has the meaning given to it in the fifth paragraph of this Agreement;

  • Base Prospectus means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

  • U.S. Final Prospectus means the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Registration Statement at the time it becomes effective, including the Documents Incorporated by Reference;

  • Disclosure Documents is defined in Section 5.3.

  • Pricing Prospectus means the Preliminary Prospectus, if any, and the Base Prospectus, each as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.

  • Initial Prospectus Supplement means the prospectus supplement of the Company relating to the Securities, including the accompanying Base Prospectus, to be prepared and filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act and in accordance with Section 5(a) hereof, together with all documents and information incorporated therein by reference.

  • Preliminary Final Prospectus means any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Basic Prospectus.

  • U.S. Base Prospectus has the meaning set forth in Section 1(b) hereof.

  • Offer Documents shall have the meaning set forth in Section 2.1(b).