Parent Registration Statement definition

Parent Registration Statement means the Registration Statement on Form S-4 of the Parent and Comet I B.V. filed with the SEC on January 24, 2018, together with all amendments and supplements thereto.

Parent Registration Statement shall have the meaning set forth in Section 5.1(a).

Parent Registration Statement means the registration statement on Form S-4 to be filed by Parent with the SEC to effect the registration under the Securities Act of the issuance of the shares of Parent Common Stock that will be issued to holders of SpinCo Common Stock pursuant to the Merger (as amended and supplemented from time to time).

Examples of Parent Registration Statement in a sentence

• The Parent Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Parent Registration Statement shall be in effect and no proceeding for such purpose shall be pending before or, to the Company’s Knowledge or Parent’s Knowledge, threatened by the SEC.

• The Proxy Statement and the Parent Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by Parent with respect to information provided by the Company or SpinCo specifically for inclusion in, or incorporation by reference into, the Proxy Statement or the Parent Registration Statement.

• No filing of, or amendment or supplement to, the Parent Registration Statement or the Proxy Statement will be made by Parent without providing the Company and SpinCo with a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by Parent in good faith).

• The information relating to Parent and its Subsidiaries (including Merger Sub) to be provided by Parent for inclusion in the Parent Registration Statement or the Proxy Statement/Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

• The information relating to the Company and its Subsidiaries to be provided by the Company for inclusion in the Parent Registration Statement or the Proxy Statement/Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

More Definitions of Parent Registration Statement

Parent Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Shares in connection with the Merger pursuant to and as provided in this Agreement.

Parent Registration Statement means the registration statement on Form S-4 to be filed by Parent with the SEC (as amended and supplemented from time to time) to effect the registration under the Securities Act of the issuance of (a) the shares of Domesticated Parent Common Stock and the Earnout Shares that will be issued to holders of SpinCo Common Stock and holders of SpinCo Equity Awards pursuant to the Merger, (b) the shares of Domesticated Parent Common Stock and the Domesticated Parent Warrants that will be issued to holders of Parent Common Stock and Parent Public Warrants in the Domestication and the shares of Domesticated Parent Common Stock underlying such Domesticated Parent Warrants and (c) the Adjusted Parent Equity Awards into which the SpinCo Equity Awards are converted pursuant to the Merger and the shares of Domesticated Parent Common Stock underlying such Adjusted Parent Equity Awards.

Parent Registration Statement as defined in Section 4.10(b).

Parent Registration Statement means that certain Form S-1 Registration Statement filed with the SEC on February 5, 2010.

Parent Registration Statement means the registration statement on Form S-4 to be filed by Parent with the SEC (as amended and supplemented from time to time) to effect the registration under the Securities Act of the issuance of (a) the shares of Domesticated Parent Common Stock that will be issued to the Company pursuant to the Merger, and (b) the shares of Domesticated Parent Common Stock, the Domesticated Parent Rights and the Domesticated Parent Units that will be issued to holders of Parent Common Stock, Parent Rights and Parent Units in the Domestication and the shares of Domesticated Parent Common Stock underlying such Domesticated Parent Rights and Domesticated Parent Units.

Parent Registration Statement has the meaning set forth in Section 3.17.

Parent Registration Statement the Form S-1 Registration Statement filed by the Parent with the SEC as Registration No. 333-164905, as amended.