Rights Offering Registration Statement definition

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.

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-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.

Examples of Rights Offering Registration Statement in a sentence

• No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Company SEC Documents has been made or reaffirmed, and in the case of the Rights Offering Registration Statement and the Rights Offering Prospectus, will be made or reaffirmed, without a reasonable basis or has been disclosed other than in good faith.

• To provide the Company with such information as the Company reasonably requests regarding the Investor for inclusion in the Rights Offering Registration Statement and the Disclosure Statement.

• On the effective date, the Rights Offering Registration Statement complied in all material respects with the requirements of the Securities Act and did 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.

• Except as provided for pursuant to the registration rights agreement contemplated by Section 8(c)(iv), no person has the right to require the Company or any of its Subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Rights Offering Registration Statement with the Commission or in connection with Rights Offering or the sale of the Investor Shares.

• The Rights Offering Registration Statement shall have been declared effective by the Commission and shall continue to be effective and no stop order shall have been entered by the Commission with respect thereto.

More Definitions of Rights Offering Registration Statement

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

Rights Offering Registration Statement means a registration statement on Form S-1 prepared in connection with the Rights Offering and filed with the Securities and Exchange Commission, including all exhibits thereto.

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 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.

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 the Company's Registration Statement on Form S-1 under the Act or such other appropriate form under the Act, pursuant to which the Rights, the underlying shares of Preferred Stock and shares of Class A Common Stock will be registered pursuant to the Act, with the material terms described in Exhibit D. "SEC" means the Securities and Exchange Commission. "SEC Documents" means the Annual Reports and all documents (including any Annual Reports) filed by the Company with the SEC (including all exhibits and schedules thereto and documents incorporated by reference therein) since January 1, 1997, but shall not include any portion of any document which is not deemed to be filed under applicable SEC rules and regulations. "Security Interest" means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic's, materialmen's, and similar liens, (b) liens for Taxes not yet due and payable, (c) purchase money liens