PIPE Registration Statement definition

PIPE Registration Statement means a Registration Statement to be filed within thirty (30) days of the closing of the Business Combination Agreement as contemplated by those certain subscription agreements between the Parent and the PIPE Investors.
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PIPE Registration Statement means the registration statement of Amneal, Inc. (f/k/a Atlas Holdings, Inc.) on Form S-1 filed with the SEC on March 7, 2018.
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PIPE Registration Statement means the Registration Statement required to be filed by the Company pursuant to the terms of the Other Investor Subscription Agreements.
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Examples of PIPE Registration Statement in a sentence

  • For purposes of clarification, any failure by the Issuer to file the PIPE Registration Statement by the Filing Date or to cause such PIPE Registration Statement to be declared effective by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file the PIPE Registration Statement or cause the PIPE Registration Statement to be declared effective as set forth above in this Section 4.

  • Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration Statement.

  • Issuer agrees that any time transfer is permitted pursuant to Rule 144 and Subscriber is unable to sell under the PIPE Registration Statement, Issuer will take commercially reasonable efforts to remove the restrictive legend from Subscriber’s Shares.

  • We look forward to the opportunity in working with you and believe that our system is well suited for your current and future needs.

  • The PIPE Registration Statement shall be on an appropriate form permitting registration of such securities for resale by such Investors in accordance with the methods of distribution elected by the Investors and set forth in the PIPE Registration Statement.

  • All rights and obligations provided for in this Section 7.1 (except for in Section 7.1(d), which rights and obligations shall survive) shall terminate on the date on which the Company has no obligation to maintain the effectiveness of either the Bridge Registration Statement or the PIPE Registration Statement.

  • The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event no later than sixty (60) days prior to the expiration of the Lock-Up Period, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Investors of the PIPE Registrable Securities (the "PIPE Registration Statement").

  • Issuer agrees that any time transfer is permitted pursuant to Rule 144 and such Subscriber is unable to sell under the PIPE Registration Statement, Issuer will take commercially reasonable efforts to remove the restrictive legend from such Subscriber’s Subject Shares.

  • If the Exercised Shares are not sold pursuant to the 2009 PIPE Registration Statement in the manner described under the caption “Plan of Distribution” in the 2009 PIPE Registration Statement, Purchaser agrees to deliver the Exercised Shares to the Company’s transfer agent to enable the transfer agent to affix any appropriate restrictive legends and to institute stop transfer instructions if appropriate.

  • The Prospectus Supplement, the PIPE Registration Statement, and all amendments and supplements thereto (collectively, the “Registration Documents”), will be in form reasonably satisfactory to Aegis and counsel to Aegis.


More Definitions of PIPE Registration Statement

PIPE Registration Statement means the registration statement on Form S-1 filed by Company with the Commission on December 7, 2022 (File No. 333-268707), as may be amended from time-to-time, which relates to the spin-off by Ecoark Holdings Inc. of the Company’s common stock and the resale of shares of common stock by certain selling stockholders underlying the Company’s Series C Convertible Preferred Stock and shares of common stock issuable by the Company upon the exercise of certain warrants.
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PIPE Registration Statement means that registration statement to be filed by the Company after the consummation of the Business Combination registering shares underlying securities issued to 3i LP, and certain institutional investors further to that PIPE offering to be closed immediately after the closing of the Business Combination.
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PIPE Registration Statement has the meaning ascribed to it in Section 7.1(a)(ii).
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Related to PIPE Registration Statement

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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

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

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

  • Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

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

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

  • Registration Filing Date means the date that is ninety (90) calendar days after the Effective Date.