Preliminary Registration Statement definition

Preliminary Registration Statement means the registration statement of the Company on Form F-10 (File No. 333-232313) filed with the SEC under the U.S. Securities Act, including the Preliminary Base Shelf Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC;
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Preliminary Registration Statement refers to and means any preliminary Registration Statement before it becomes final.
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Preliminary Registration Statement as defined in Section 6.2(a)(ii).
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Examples of Preliminary Registration Statement in a sentence

  • There are no persons with registration rights or other similar rights to have any securities registered pursuant to the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement or otherwise registered by the Company under the U.S. Securities Act.

  • For the purposes of this Subsection 10(1)(a), the Underwriters shall be entitled to assume that the Shares are qualified for distribution in any Qualifying Jurisdiction where a Receipt for the Canadian Final Prospectus shall have been obtained from the applicable Securities Commission following the filing of the Canadian Final Prospectus, and in the United States provided the Company has filed the U.S. Amended Preliminary Registration Statement.

  • The principal documents are the Preliminary Registration Statement on Form S-4 for securities to be issued in connection with the Proposed Transaction (the “Form S- 4”) and the First Amended and Restated Agreement of Limited Partnership of Enterprise GP Holdings L.P. (the “Holdings LP Agreement”).

  • Each Purchaser has heretofore been --------------------- furnished with a copy of the Preliminary Registration Statement, which generally sets forth the business conducted and proposed to be conducted by the Company and its Subsidiaries and the principal properties of the Company and its Subsidiaries.

  • The Company shall promptly notify Kalyx of the receipt of any comments of the SEC with respect to the Preliminary Registration Statement.

  • Assumption Agreement as amended (the "Preliminary Registration Statement").

  • In its Preliminary Registration Statement, Cendant equivocated and said that a substantial portion of these earnings would be realized by the year 2000.

  • The Company will deliver to the Underwriter, without charge, prior to the Offering Commencement Date, as many copies of each Preliminary Registration Statement as may be reasonably required by the Underwriter.

  • The complaints each allege that the Preliminary Registration Statement filed on May 9, 2022 omitted material information that rendered it false and misleading.

  • And in any event, it is undisputed that Merrill Lynch relied on the more aggressive business plan case when providing its fairness opinion and, “if the deal were fair on that basis, then it clearly [would be] fair based on the alternative projections.”79The alleged failure to withdraw the October 2014 Preliminary Registration Statement that, if effective, would have permitted Golden Gate to sell its shares, similarly does not constitute bad faith.


More Definitions of Preliminary Registration Statement

Preliminary Registration Statement shall have the meaning set forth in the introductory paragraphs of this Agreement.
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Preliminary Registration Statement means the registration stat Form F-10 (File No. 333-232313) filed with the SEC under the U.S. Securities Act, including thePreliminary Base Shelf Prospectus with such deletions therefrom and additions or changes thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC;
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Related to Preliminary Registration Statement

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

  • 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.

  • 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.

  • 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.

  • 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.

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • 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.

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

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • 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.

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

  • 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.

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

  • 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.

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

  • 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 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.

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

  • 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.

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

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

  • 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.

  • Distribution Statement has the meaning set forth in Section 5.02(c) of the Trust Agreement.