S-4 Effective Date definition

S-4 Effective Date has the meaning set forth in Section 6.5(c).
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S-4 Effective Date means the date on which the Form S-4 registration statement filed by Broadcom-Delaware relating to the Mandatory Exchange is declared effective under the U.S. Securities Act of 1933, as amended. Upon the effectiveness of such mandatory exchange: (a) each holder of Exchangeable Units shall have, and shall be deemed to have, exchanged all of such holder’s right, title and interest in and to such Exchangeable Units in consideration for the transfer to such holder of the applicable number of shares of common stock of Broadcom-Delaware; and (b) Holdings will cause Broadcom-Delaware to deliver (or cause to be delivered) to such holder, for and on behalf of Broadcom-Delaware and in the manner provided for in this Section, the applicable number of shares of common stock of Broadcom-Delaware in exchange for the Exchangeable Units described in Section 2.9(a). Such mandatory exchange shall have the following effects: (a) Holdings will cause Broadcom-Delaware to deliver or cause the Registrar and Transfer Agent to deliver, to the relevant holder the applicable shares of common stock of Broadcom-Delaware (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance). (b) The holders of Exchangeable Units shall cease to be holders of such Exchangeable Units and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive applicable shares of common stock of Broadcom-Delaware, unless issuance of such shares is not made in accordance with the provisions of this Section. Broadcom-Delaware shall become the holders of such Exchangeable Units. (c) The holders of Exchangeable Units exchanged for shares of common stock of Broadcom-Delaware shall thereafter be considered and deemed for all purposes to be a holder of the shares of common stock of Broadcom-Delaware delivered to it hereunder.
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S-4 Effective Date means the earlier of (i) the date on which the Company’s registration statement on Form S-4 filed in connection with the Agreement and Plan of Merger by and between the Company and Encore Acquisition Company is declared effective by the Commission and (ii) the last day of the Lockup Period.
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Examples of S-4 Effective Date in a sentence

  • None of the information provided by the Company to be included in the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC or at the S-4 Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Parent Stockholders’ Meeting shall be held as promptly as practicable, in accordance with applicable Law and Parent’s Organizational Documents, after the Form S-4 Effective Date, but in no event later than 30 days following the Form S-4 Effective Date.

  • If the Company Stockholder action is to be considered at a meeting, such meeting shall be held as promptly as practicable after the S-4 Effective Date.

  • The Pyramid Shareholders’ Meeting shall be held as promptly as practicable after the S-4 Effective Date.

  • Assuming the accuracy of the representations made by the Company in Section 2.26, the Form S-4 Registration Statement will not, at the time the Form S-4 Registration Statement is filed with the SEC or at the S-4 Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • The Company will use its reasonable efforts to cause the Proxy Statement and the applicable form of proxy to be mailed to its stockholders at the earliest practicable date after the S-4 Effective Date and the Company shall each use its commercially reasonable efforts to hold the Company Stockholders Meeting as soon as practicable thereafter (subject to the requirements of laws and rules and regulations of the SEC).

  • Parent shall mail the Joint Proxy Statement/Prospectus as soon as reasonably practicable after the S-4 Effective Date and shall hold the Parent Stockholder Meeting no later than forty-five (45) days after mailing the Joint Proxy Statement/Prospectus, unless a later date is mutually agreed to by the Company and Parent.

  • The Yuma Shareholders’ Meeting shall be held as promptly as practicable after the S-4 Effective Date.

  • The Company shall mail the Joint Proxy Statement/Prospectus as soon as reasonably practicable after the S-4 Effective Date and shall hold the Company Stockholder Meeting no later than forty-five (45) days after mailing the Joint Proxy Statement/Prospectus, unless a later date is mutually agreed to by the Company and Parent.

  • The parties hereto shall use reasonable best efforts to cause the Proxy Statement to be mailed to Parent’s stockholders, if required, and Company’s stockholders, all as promptly as reasonably practicable after the date on which the Form S-4 Registration Statement is declared effective under the Securities Act (the “ S-4 Effective Date ”).

Related to S-4 Effective Date

  • SEC Effective Date means the date the Registration Statement is declared effective by the Commission.

  • IPO Effective Date means the date upon which the Securities and Exchange Commission declares the initial public offering of the Company's common stock as effective.

  • Merger Effective Date means the date on which the Merger becomes effective.

  • the Effective Date means each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the form of basic prospectus relating to the Securities contained in the Registration Statement at the Effective Date. "Prospectus" shall mean the Basic Prospectus as supplemented by the Prospectus Supplement. "Registration Statement" shall mean the Registration Statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time. "Rule 415" and "Rule 424" refer to such rules under the Act. Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference.

  • Target Effective Date has the meaning specified in Section 2.01(a).