Rights Offering Registration Statement definition

Rights Offering Registration Statement means the Registration Statement on Form S-3 to be filed with the Commission relating to the Rights Offering, including all exhibits thereto and any post-effective amendment thereto that becomes effective; (ii) the term “Rights Offering Prospectus” means the final prospectus contained in the Rights Offering Registration Statement at the Securities Act Effective Date (including information, if any, omitted pursuant to Rule 430A and subsequently provided pursuant to Rule 424(b) under the Securities Act), and any amended form of such prospectus provided under Rule 424(b) under the Securities Act or contained in a post-effective amendment to the Rights Offering Registration Statement; (iii) the term “Investment Decision Package” means the Rights Offering Prospectus, together with any Issuer Free Writing Prospectus used by the Company to offer the Shares to Eligible Holders pursuant to the Rights Offering, (iv) the term “Issuer Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433 of the rules promulgated under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the Rights Offering, and (v) the term “Preliminary Rights Offering Prospectus” means each prospectus included in the Rights Offering Registration Statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Rights Offering Registration Statement, at the time of effectiveness that omits information permitted to be excluded under Rule 430A under the Securities Act.

Rights Offering Registration Statement means the Company’s Registration Statement on Form S-3 under the Securities Act or such other appropriate form under the Securities Act, pursuant to which the shares of Common Stock underlying the Rights will be registered pursuant to the Securities Act.

Rights Offering Registration Statement means the Company’s Registration Statement on Form S-1 under the Securities Act or such other appropriate form under the Securities Act, pursuant to which the Rights and underlying shares of Common Stock will be registered pursuant to the Securities Act.

Examples of Rights Offering Registration Statement in a sentence

• At the time the Rights Offering Registration Statement becomes effective, the Rights Offering Registration Statement will comply in all material respects with the requirements of the Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

• The Company will use its commercially reasonable efforts to cause the First Rights Offering Registration Statement to be filed pursuant to this Section 3.1 and to be declared effective by the SEC as soon as possible after the First Rights Offering Registration Statement is filed with the SEC.

• Subject to Section 4.4 hereof, the Company will prepare and file with the SEC a registration statement (including each amendment and supplement thereto, the "Second Rights Offering Registration Statement") on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration of securities), covering the issuance of the Second Rights, if required, and the Second Rights Shares.

• The Company will not permit any securities other than the Second Rights, if required, and the Second Rights Shares to be included in the Second Rights Offering Registration Statement.

• Each of the Investor and Fidelity shall be entitled (but not obligated) to exercise any Second Basic Subscription Privilege and any Second Over-Subscription Privilege received in the Second Rights Offering in accordance with the Second Rights Offering Registration Statement and along with all other holders of Second Rights.

More Definitions of Rights Offering Registration Statement

Rights Offering Registration Statement means the Company’s Registration Statement on Form S-1 (Commission File No. 333-160430), as amended, filed with the Commission on July 2, 2009, together with all exhibits thereto and any prospectus supplement relating to the Rights and the underlying shares of Common Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Securities Act to be part of such registration statement, each as amended, pursuant to which the Rights and underlying shares of Common Stock have been registered pursuant to the Securities Act.

Rights Offering Registration Statement has the meaning set forth in Section 11.1.

Rights Offering Registration Statement means the Registration Statement on Form S-1 or Form S-3 to be filed with the Commission relating to the Rights Offering, including all exhibits thereto, as amended as of the Securities Act Effective Date, and any post-effective amendment thereto that becomes effective; (ii) the term “Rights Offering Prospectus” means the final prospectus contained in the Rights Offering Registration Statement at the Securities Act Effective Date (including information, if

Rights Offering Registration Statement has the meaning assigned to that term in Section 4.28.

Rights Offering Registration Statement has the meaning assigned to it in Section 1.3(a) hereof.

Rights Offering Registration Statement first filed with the Commission on March 16, 2010, and as amended on April __, 2010, to subscribe for and purchase shares of the Company’s Common Stock and to receive USATZ Warrants, at a subscription price not greater than the Initial Offering Price per Right in cash (the “Subscription Price”). The Subscription Price will not be greater than the Initial Offering Price. The USATZ Warrants will be exercisable until December 31, 2013 at an exercise price of $_____ per share of Common Stock, equal to 125% of the Subscription Price.

Rights Offering Registration Statement means Clearwire’s Registration Statement on Form S-3 under the Securities Act or such other appropriate form under the Securities Act, pursuant to which the rights issued in the Rights Offering and underlying shares of Class A Common Stock will be registered pursuant to the Securities Act.