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 SJNB 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

  • 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 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.

  • 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.

  • In rendering the opinion set forth below, we have relied upon the facts and assumptions stated in the Joint Proxy Statement and Prospectus and upon such other documents as we have deemed appropriate.

  • FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE When used or incorporated by reference in this Joint Proxy Statement and Prospectus, the words "anticipate," "estimate," "project" and similar expressions are intended to identify forward-looking statements.

  • Subject to Section 7.5, SJNB will promptly prepare or ------------ cause to be prepared the portions of the Joint Proxy Statement and Prospectus as it pertains to SJNB or the SJNB Subsidiaries and any other applications necessary to consummate the transactions contemplated hereby, and further agrees to provide any information requested by GBB for the preparation of any applications necessary to consummate the transactions contemplated hereby.

  • SJNB covenants and agrees that, with respect to the information relating to SJNB or the SJNB Subsidiaries, the Joint Proxy Statement and Prospectus will comply in all material respects with the provisions of applicable law, and will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

  • At the date of this Joint Proxy Statement and Prospectus, the Boards of Directors of USA Waste does not know of any business to be presented at its meeting other than as set forth in the notice accompanying this Joint Proxy Statement and Prospectus.

  • Notwithstanding the foregoing, GBB and SJNB shall share equally the cost of printing the Joint Proxy Statement and Prospectus.

  • Ladies and Gentlemen: This opinion is being delivered to you in connection with the filing of a registration statement (the "Registration Statement") on Form S-4, which includes the Joint Proxy Statement and Prospectus relating to the Agreement and Plan of Merger dated as of June 29, 1999 (the "Merger Agreement"), by and among Tellabs, Inc., a Delaware corporation ("Parent"), Blackhawk Merger Corp., a Delaware corporation ("Sub"), and NetCore Systems, Inc., a Delaware corporation (the "Company").

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 has the meaning set forth in Section 6.03(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 relating to the Initial Public Offering dated October 25, 2012 and filed by the Partnership with the Commission pursuant to Rule 424 of the Securities Act on October 29, 2012.

  • 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 Base Prospectus, 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 has the meaning set forth in Section 1.01(h).