Schedule 14D-1 definition

Schedule 14D-1 has the meaning assigned thereto in Section 1.3.
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Schedule 14D-1. As defined in Section 2.1(b).
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Schedule 14D-1 shall have the meaning set forth in the first Whereas clause of this Agreement.
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Examples of Schedule 14D-1 in a sentence

  • The Schedule 14D-1 and any amendments thereto, including exhibits, may be inspected and copies may be obtained at the same places and in the same manner as set forth in Section 9 (except that they will not be available at the regional offices of the Commission).

  • We have filed with the Commission a Tender Offer Statement on Schedule 14D-1, pursuant to Section 14(d)(1) and Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to our offer, and may file amendments thereto.

  • The Purchaser (which is an affiliate of the General Partner), IPLP, IPT and Insignia have filed with the Commission a Tender Offer Statement on Schedule 14D-1, pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to the Offer, and may file amendments thereto.

  • The Purchaser (which is an affiliate of the General Partner) is not aware of any filings, approvals or other actions by any domestic or foreign governmental or administrative agency that would be required prior to the acquisition of Units by the Purchaser (which is an affiliate of the General Partner) pursuant to the Offer, other than the filing of a Tender Offer Statement on Schedule 14D-1 with the Commission (which has already been filed) and any required amendments thereto.

  • The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents").

  • This summary description does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which has been filed as an exhibit to the Purchaser's Tender Offer Statement on Schedule 14D-1 filed with the Commission.

  • The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents").

  • The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the SEC.

  • Pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, the Purchaser has filed with the Commission a Tender Offer Statement on Schedule 14D-1, together with exhibits, furnishing certain additional information with respect to the Offer.

  • This summary description does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, a copy of which has been filed as an exhibit to the Purchaser's Tender Offer Statement on Schedule 14D-1 filed with the Commission.


More Definitions of Schedule 14D-1

Schedule 14D-1 means the schedule 14D-1 as prescribed by the Securities and Exchange Commission or such other form pertaining to disclosures in tender offers as the commissioner by regulation, rule or order may designate.
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Schedule 14D-1 shall have the meaning set forth in Section 1.1(b) hereof. -------------- "Schedule 14D-9" shall have the meaning set forth in Section 1.2(b) hereof. --------------
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Schedule 14D-1 shall have the meaning assigned to it in Section 3.3. of this Agreement.
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Schedule 14D-1 shall have the meaning set forth in Section 1.1(b). "Schedule 14D-9" shall have the meaning set forth in Section 1.2(b). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder. "Shares" shall have the meaning set forth in the second Whereas provision of this Agreement. "Standstill Agreement" means the Standstill Agreement by and between EM Industries, Incorporated and the Company, dated as of February 27, 1995, as amended by Amendment No. 1 to the Standstill Agreement, dated September 15, 1995, by and among EM Industries, Incorporated, Parent and the Company. "Shareholders Agreement" shall have the meaning set forth in the fifth Whereas provision of this Agreement. "Shareholders Meeting" shall have the meaning set forth in Section 7.1(a). "Sub" shall have the meaning set forth in the introductory paragraph of this Agreement. "Subsidiary" or "Subsidiary" of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. "Surviving Corporation" shall have the meaning set forth in Section 2.1. "Takeover Proposal" shall have the meaning set forth in Section 6.2(a). "Tax" shall have the meaning set forth in Section 4.12(f). "Tax Return" shall have the meaning set forth in Section 4.12(f). "Transfer Taxes" shall have the meaning set forth in Section 7.5. "Unaffiliated Directors" shall have the meaning set forth in the Standstill Agreement. "Written Opinion" shall have the meaning set forth in Section 6.2(b).
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Related to Schedule 14D-1

  • Schedule 14D-9 has the meaning set forth in Section 1.02(a).

  • Schedule 13E-3 has the meaning specified in Section 4.2(a).

  • Schedule TO shall have the meaning set forth in Section 2.1(b).

  • Information Statement means the information statement to be made available to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • Offer Documents has the meaning set forth in Section 1.01(h).

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

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

  • Form 10 means the registration statement on Form 10 filed by SpinCo with the SEC to effect the registration of SpinCo Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

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

  • Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

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

  • SEC means the Securities and Exchange Commission.

  • Form S-4 has the meaning set forth in Section 6.5(a).

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • 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.

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

  • Disclosure Time means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

  • Prospectus Rules means the Prospectus Rules published by the Financial Conduct Authority;

  • Parent Reports has the meaning set forth in Section 4.5(a).

  • Form F-1 Shelf shall have the meaning given in Section 2.1.1.

  • Form N-2 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the Commission.

  • Offer Document means an offer document dispatched to shareholders of the Target setting out in full the terms and conditions of an Offer.

  • Current Report shall have the meaning assigned to such term in Section 2.3.