Qualifying Prospectus definition

Qualifying Prospectus means a prospectus contained in a Registration Statement that satisfies all legal requirements.
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Qualifying Prospectus means, as the context requires, either (i) a Non-Base Prospectus, or (ii) a Base Prospectus together with a Prospectus Supplement, that in each case qualifies the sale by the applicable Holders of the Demand Registrable Securities or the Piggy Back Registrable Securities, as applicable, to the public in the Canadian Qualifying Jurisdictions and registers sale by the applicable Holders of the Demand Registrable Securities or the Piggy Back Registrable Securities, as applicable, under the U.S. Securities Act;
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Qualifying Prospectus means the (final) prospectus and any amendment thereto required to be filed with the Commissions pursuant to Applicable Securities Laws, in respect of the distribution, inter alia, of the Agent's Compensation Options upon the exercise of the Agent's Warrants and as referred to in the Agency Agreement;
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Examples of Qualifying Prospectus in a sentence

  • No shares of Common Stock shall be issued, and the right to exercise all Warrants shall be suspended, for all periods during which there is not an effective Registration Statement and/or there is not a Qualifying Prospectus available to Holders.

  • Project: Council Christmas Greeting Advertising - 2013Presentation Date: November 5, 2013Department: CouncilAuthor: Christine HeggartBudget Implication: ☐ N/A ☒ Funded by Dept.

  • As the Company did not receive a receipt from the Securities Commissions for the Qualifying Prospectus before February 27, 2018, each unexercised Special Warrant entitled the holder to receive, upon the automatic exercise thereof, for no additional consideration, 1.05 Units (instead of one (1) Unit).

  • If the Corporation exercises its rights under this Section 2.1(d), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, which shall not exceed 90 days after the date of a request for a Demand Registration pursuant to Section 2.1, file or update and use its reasonable best efforts to cause the effectiveness of the deferred or suspended Qualifying Prospectus.

  • Pursuant to the terms of the SW Offering, the Company agreed to use its commercially reasonable efforts to obtain a receipt from the Securities Commissions for the Qualifying Prospectus before February 27, 2018, which receipt was obtained on March 29, 2018.

  • Prior to the filing of the Qualifying Prospectus and the automatic exercise of the Special Warrants, the securities issued under the Offering, and securities underlying the Compensation Options and Advisory Options, will be subject to a four month hold period from the Closing Date, in addition to any other restrictions under applicable law.

  • The Qualifying Prospectus shall be accompanied by a notice from the Corporation advising the Holder that the Corporation has received a receipt for the Qualifying Prospectus in the Offering Jurisdiction and advising the Holder that the Holder's Special Warrants will be deemed exercised to subscribe for Common Shares, immediately prior to the Time of Expiry unless the Holder exercises the right to subscribe for Common Shares before such time pursuant to Section 1.3 hereof.

  • Pursuant to the terms of the Subscription Receipt Agreement, each Subscription Receipt shall automatically convert into one unit (a “Unit”) or one Penalty Unit (as defined below), as applicable, for no additional consideration, upon the later of (the “Automatic Conversion Date”): • the date when the Escrowed Funds are released; and • the date which is the earlier of: • four months and one day after the closing of the Offering; and • the second business day following the filing of the Qualifying Prospectus.

  • The Company received the receipt for the August Qualifying Prospectus on October 2, 2018 and the August Special Warrants converted to August Units on October 5, 2018.

  • The securities issued in connection with the Offering was subject to a 4‐month hold period from the date of the closing of the Offering, unless the Qualifying Prospectus is filed and receipted within that time.


More Definitions of Qualifying Prospectus

Qualifying Prospectus means a final prospectus of the Corporation filed to qualify for distribution in any required jurisdictions, the Common Shares issued or issuable upon the conversion of the Debentures and the exercise of the Warrants;
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Qualifying Prospectus means the (final) prospectus and any amendment thereto required to be filed with the Commissions pursuant to Applicable Securities Laws, referred to in the Agency Agreement;
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Qualifying Prospectus means a prospectus contained in a Registration Statement that satisfies all legal requirements. 1.14. “Registrable Securities” shall mean the Class A Warrants and the shares of Common Stock acquired upon exercise of the Class A Warrants until such time as (1) a Registration Statement covering such Registrable Securities has been declared effective by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement or (2) such Registrable Securities are saleable pursuant to Rule 144K (or any similar provision then in force) under the Securities Act, without any restriction, whichever is earlier. 1.15. "Registration Statement" shall mean a registration statement relating to the resale of the Registrable Securities. 1.16. "SEC" shall mean the United States Securities and Exchange Commission, or any successor governmental agency or authority thereto. 1.17. "Securities Act" shall mean the Securities Act of 1933, as amended. 1.18. "Warrant Agent" shall mean Corporate Stock Transfer, Inc. and any successor hereunder. 1.19. “Warrant Shares” shall mean the shares of the Company’s $0.00015 par value Common Stock issuable upon the exercise of Class A Warrants. 2. FORM OF WARRANT; EXECUTION; REGISTRATION
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Related to Qualifying Prospectus

  • 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.

  • 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.

  • 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.

  • Pre-Pricing Prospectus means the preliminary prospectus dated June 8, 2021 relating to the Securities in the form first furnished to the Underwriters for use in connection with the offering of the Securities.

  • 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.

  • 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.

  • 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.

  • Prospectus means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

  • U.S. Base Prospectus has the meaning set forth in Section 1(b) hereof.

  • Base Prospectus means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

  • Shelf Prospectus means a prospectus filed under National Instrument 44-102 Shelf Distributions;

  • 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;

  • 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;

  • Prepricing Prospectus as used in this Agreement means the prospectus (including the statement of additional information) subject to completion in the form included in the registration statement at the time of the initial filing of the registration statement with the Commission and as such prospectus (including the statement of additional information) shall have been amended from time to time prior to the date of the Prospectus, together with any other prospectus (including any other statement of additional information) relating to the Fund other than the Prospectus. The Fund has furnished the Representatives with copies of such registration statement, each amendment to such registration statement filed with the Commission and each Prepricing Prospectus.

  • U.S. Preliminary Prospectus means the Canadian Preliminary 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 Initial Registration Statement as amended at such time, including the Documents Incorporated by Reference therein;

  • Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

  • Preliminary Prospectus means any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information.

  • U.S. Prospectus Supplement has the meaning given to it in the fifth paragraph of this Agreement;

  • Underwriter Free Writing Prospectus means a Free Writing Prospectus prepared by or on behalf of an Underwriter.

  • Disclosure Package means (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

  • Electronic Prospectus means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the other Underwriters to offerees and purchasers of the Units for at least the period during which a Prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to XXXXX, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative within the period when a prospectus relating to the Units is required to be delivered under the Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.

  • Canadian Preliminary Prospectus means the Initial Canadian Preliminary Prospectus, as amended by the Amended and Restated Canadian Preliminary Prospectus, including the Documents Incorporated 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.

  • Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.1(a).

  • 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.

  • Time of Sale Prospectus means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the free writing prospectuses, if any, identified in Schedule B hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). All references in this Agreement to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include the documents incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which are “contained,” “included” or “stated” in, or “part of” the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus 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 the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or supplements to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement. In the event that the Company has only one subsidiary, then all references herein to “subsidiaries” of the Company shall be deemed to refer to such single subsidiary, mutatis mutandis. The Company hereby confirms its agreements with the Underwriters as follows: