Registration Statement Condition definition

Registration Statement Condition shall have the meaning assigned to such term in the definition of Second Tranche Conditions;
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Registration Statement Condition means that a Registration Statement is effective, and not subject to any stop order or suspension, and all related blue sky filings have been made.
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Examples of Registration Statement Condition in a sentence

  • The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Proxy Statement/Prospectus; however, the Charter Amendment Conditions, the Series B Preferred Designation Condition and the Registration Statement Condition may not be waived.

  • As used herein, the “Mandatory Conversion Condition” shall mean any Trading Day (i) on which the closing price of the Common Stock on the Trading Market exceeded $1.50 (as adjusted for stock splits, stock dividends, combinations and similar transactions) for each of the fifteen (15) Trading Days preceding such Trading Day; and (ii) on which the Registration Statement Condition is true.

  • Notwithstanding anything to the contrary in this Agreement, the Closing Registration Statement Condition shall be satisfied after satisfaction or waiver of all other conditions set forth in Article 5 to the Merger.

  • Unless precluded from doing so by applicable law, Alcoa may, in its sole discretion, waive any of these conditions in whole or in part on behalf of the Offerors, without prejudice to any other rights which the Offerors may have; provided, however, that the Offerors will not waive the Independent Shareholder Approval Condition or the Registration Statement Condition.

  • The Closing Registration Statement shall have been filed by Parent in conformity with the requirements of the Securities Act and the rules and regulations thereunder, and shall be effective (the "Closing Registration Statement Condition").

  • Xerox reserves the absolute right to waive any condition of the Offer to the extent permitted by applicable law except for the HSR Condition, Registration Statement Condition, Stockholder Approval Condition and Stock Exchange Listing Condition (as such terms are defined in the Offer to Exchange).

  • With respect to any dividends payable on or before the Dividend Payment Date falling on June 30, 2011, the dividends shall be payable in duly authorized, fully paid and non-assessable shares of Common Stock valued at $0.50 per share, but may be paid only if the Registration Statement Condition is true as of the Dividend Payment Date; provided that the Registration Statement Condition must only be true as of the Dividend Payment Date falling on December 31, 2010 or any subsequent Dividend Payment Date.

  • Horizon reserves the absolute right to waive any condition of the Offer to the extent permitted by applicable law except for the HSR Condition, Registration Statement Condition, Shareholder Approval Condition, Anti-Takeover Device Condition and Stock Exchange Listing Condition (as such terms are defined in the Offer to Exchange).

  • The dividends shall be payable in duly authorized, fully paid and non-assessable shares of Common Stock valued at $0.50 per share, but may be paid only if the Registration Statement Condition is true as of the Dividend Payment Date; provided that the Registration Statement Condition must only be true as of the Dividend Payment Date falling on June 30, 2010 or any subsequent Dividend Payment Date.

  • Valeant reserves the absolute right to waive any condition of the Offer to the extent permitted by applicable law except for the HSR Condition, Registration Statement Condition, Stockholder Approval Condition and Stock Exchange Listing Condition (as such terms are defined in the Offer to Exchange).

Related to Registration Statement Condition

  • Rule 462(b) Registration Statement means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.

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

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

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

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

  • 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.

  • 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.

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

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.

  • 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.

  • Company Registration Statement shall have the meaning set forth in Section 3.5(a).

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

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

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

  • Registration Filing Date means the date that is sixty (60) calendar days after the Effective Date.