Placement Shares Effectiveness Date definition

Placement Shares Effectiveness Date means, with respect to the Placement Shares, the period ending 30 days after the completion of the Business Transaction; (vii) “Private Placement Investors” shall mean the investors who purchase the Placement Shares in the Private Placement, which investors shall be Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxx, P&P 2, LLC, Xxxxxxx Xxxxxxx and Committed Capital Holdings LLC and their respective designees, if any; (viii) “Pro Rata Share” shall mean the quotient calculated by dividing the number of Initial Shares held by the undersigned by the total number of Initial Shares then outstanding; (ix) “Public Stockholders” shall mean the holders of securities issued in the Offering; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering will be deposited; and (xi) “Warrant Expiration Time” shall mean the time at which the Warrants cease to be exercisable, which will occur at 5:00 p.m., New York City time, on the 45th day after the effectiveness of the registration statement covering the shares of Common Stock underlying the Warrants.

Placement Shares Effectiveness Date means, with respect to the Placement Shares, the period ending 30 days after the completion of the Company’s Business Transaction.

Placement Shares Effectiveness Date means, with respect to the Placement Shares, the period ending 30 days after the completion of the Business Transaction; (viii) “Private Placement Investors” shall mean Mxxxxxx Xxxx and Pxxxxx Xxxxxxxxx or their respective designees, and any other Initial Stockholders or their designees, if any, who purchase the Placement Shares in the Private Placement; (ix) “Pro Rata Share” shall mean the quotient calculated by dividing the number of Initial Shares held by the undersigned by the total number of Initial Shares then outstanding; (x) “Public Stockholders” shall mean the holders of securities issued in the Offering; (xi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering will be deposited; and (xii) “Warrant Expiration Time” shall mean the time at which the Warrants cease to be exercisable, which will occur at 5:00 p.m., New York City time, on the date that is the earlier of (i) two years after the effective date of the registration statement registering the shares of common stock issuable upon the exercise of the Warrants or (ii) the forty-fifth (45th) day following the date that the Company’s Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on such effective date.

Examples of Placement Shares Effectiveness Date in a sentence

Notwithstanding anything to the contrary contained in this Agreement, no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Lock-Up Period, in respect of the Initial Shares, or after the Placement Shares Effectiveness Date, in respect of the Placement Shares.
Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Lock-Up Period, in respect of the Initial Shares, or after the Placement Shares Effectiveness Date, in respect of the Placement Shares.

More Definitions of Placement Shares Effectiveness Date

Placement Shares Effectiveness Date means, with respect to the Placement Shares, the period ending 30 days after the completion of the Business Transaction; (viii) “Private Placement Investors” shall mean the investors and their respective designees, if any, who purchase the Placement Shares in the Private Placement , if any; (ix) “Pro Rata Share” shall mean the quotient calculated by dividing the number of Initial Shares held by the undersigned by the total number of Initial Shares then outstanding; (x) “Public Stockholders” shall mean the holders of securities issued in the Offering; (xi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering will be deposited; and (xii) “Warrant Expiration Time” shall mean the time at which the Warrants cease to be exercisable, which will occur at 5:00 p.m., New York City time, on the date that is the earlier of (i) two years after the effective date of the registration statement registering the shares of common stock issuable upon the exercise of the Warrants or (ii) the forty-fifth (45th) day following the date that the Company’s Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on such effective date.

Related to Placement Shares Effectiveness Date

Shelf Effectiveness Deadline As defined in Section 4(a) hereof.
Effectiveness Date means, with respect to the Initial Registration Statement required to be filed hereunder, the 60th calendar day following the date hereof (or, in the event of a “full review” by the Commission, the 90th calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 60th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 90th calendar day following the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.
Required Effectiveness Date As defined in Section 2.1.
Initial Effectiveness Deadline means the date which is (i) in the event that the Initial Registration Statement is not subject to a full review by the SEC, sixty (60) calendar days after the Closing Date or (ii) in the event that the Initial Registration Statement is subject to a full review by the SEC, ninety (90) calendar days after the Closing Date.
Additional Effectiveness Deadline means the date which is the earlier of (x) (i) in the event that the Additional Registration Statement is not subject to a full review by the SEC, thirty (30) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review by the SEC, fifty (50) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Additional Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business.
Effectiveness Deadline Date has the meaning set forth in Section 2(a) hereof.
Effectiveness Deadline As defined in Section 3(a) and 4(a) hereof.
Amendment Effectiveness Deadline Date has the meaning set forth in Section 2(d) hereof.
Effectiveness Target Date As defined in Section 5.
Shelf Effectiveness Period shall have the meaning set forth in Section 2(b) hereof.
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.
Registration Filing Date means the date that is ninety (90) calendar days after the Effective Date.
Shelf Filing Deadline As defined in Section 4(a) hereof.
Exchange Offer Registration Period means the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.
Shelf Registration Event Date shall have the meaning set forth in Section 2(b) hereof.
Registration Period shall have the meaning assigned to such term in Section 3(a).
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.
Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.
Registration Deadline means the day falling 90 Registration Business Days after the Issue Date;
Registration Event means the occurrence of any of the following events:
Shelf Filing Event shall have the meaning set forth in Section 2(c) hereof.
De-Legending Deadline Date means, with respect to any Note, the fifteenth (15th) day after the Free Trade Date of such Note; provided, however, that if such fifteenth (15th) day is after a Regular Record Date and on or before the next Interest Payment Date, then the De-Legending Deadline Date for such Note will instead be the Business Day immediately after such Interest Payment Date.
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.
Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.
Initial Filing Date means the date on which the Initial Registration Statement is filed with 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.