SEC Comments definition

SEC Comments means written comments pertaining solely to Rule 415 which are received by the Company from the SEC, and a copy of which shall have been provided by the Company to the Purchasers, to a filed Registration Statement which require the Company to limit the amount of Registrable Securities which may be included therein to a number of Registrable Securities, which is less than such amount sought to be included thereon as filed with the SEC.
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SEC Comments has the meaning specified in Section 1(a).
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SEC Comments shall have the meaning given in subsection 2.1.1.
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Examples of SEC Comments in a sentence

  • Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 2(a) or Section 2(b), as applicable, due to SEC Comments shall be applied to the Purchasers pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities.

  • As of the date of this Agreement, except for the SEC Comments, there are no outstanding comments from the SEC or any other Governmental Entity with respect to any Company Report.

  • If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Comments, then the Company shall use its reasonable best efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement.

  • If it is determined by the Company that all of the Registrable Securities requested to be included in a Registration Statement cannot be included due to the SEC Comments, then the Company shall use its commercially reasonable efforts to prepare and file as expeditiously as practicable, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement.

  • The Company shall use its commercially reasonable efforts to cause such Shelf to become effective as promptly thereafter as practicable, but in any event not later than 90 days after the Filing Deadline if the Company receives comments to the Shelf from the Commission (“SEC Comments”) or 30 days after the Filing Deadline if the Company does not receive SEC Comments (such date, the “Effectiveness Deadline”).

  • Any cutbacks of Registrable Securities from a Registration Statement filed pursuant to Section 6.1(a), due to SEC Comments shall be applied to the Investors pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the number of such Purchaser’s Registrable Securities relative to all outstanding Registrable Securities.

  • Subject to any SEC Comments, such Shelf shall include a plan of distribution substantially in the form attached hereto as Exhibit A (the “Plan of Distribution”), as may be amended in accordance with the terms of this Agreement.

  • If an initial Registration Statement is filed under Section 2(a) and SEC Comments require shares of Common Stock to be removed for such newly filed Registration Statement under this Section 2(b), then the Company will prepare and file additional Registration Statements until such time as all such required Registrable Securities are covered by effective Registration Statements.

  • In the event that the amount of shares of Common Stock which may be included in the Registration Statement filed pursuant to this Section 2(a) is limited due to SEC Comments, the cut back of the Shares shall be applied to the Investors pro-rata in accordance with the number of Shares purchased pursuant to the Purchase Agreement relative to all Shares purchased pursuant to the Purchase Agreement.

  • If all of the Registrable Securities cannot be included in the Registration Statement filed pursuant to Section 2(a) due to SEC Comments, then the Company shall prepare and file with the SEC by the Filing Deadline for such Registration Statement, such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement.


More Definitions of SEC Comments

SEC Comments has the meaning set forth in Section 2.12.
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SEC Comments means comments sent by the SEC to the Company in respect of a Registration Statement.
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Related to SEC Comments

  • Commission Comments means written comments pertaining solely to Rule 415 which are received by the Company from the Commission, and a copy of which shall have been provided by the Company to the Holder, to a filed Registration Statement which limit the amount of shares which may be included therein to a number of shares which is less than such amount sought to be included thereon as filed with the Commission.

  • SEC Guidance means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

  • SEC means the Securities and Exchange Commission.

  • 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.

  • Form S-1 shall have the meaning given in subsection 2.1.1.

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

  • Comment means the findings and recommendations of the Council for- mally provided in writing to the head of a Federal agency under section 106.

  • Information Statement has the meaning set forth in Section 6.6.

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

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

  • Election Commission means the Election Commission appointed by the President under article 324;

  • Information Commissioner means the UK Information Commissioner and any successor;

  • Form S-3 Shelf shall have the meaning given in Section 2.1.1.

  • SECP or “Commission” means Securities and Exchange Commission of Pakistan established under Securities and Exchange Commission of Pakistan Act, 1997 and shall include its successor.

  • SEC Filings has the meaning set forth in Section 4.6.

  • disclosure date means either of the following:

  • Form F-3 Shelf shall have the meaning given in Section 2.1.1.

  • Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with 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.

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

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

  • Disclosure Order has the meaning set forth in Section 10.7.

  • Commission Guidance means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

  • Required Filing Date has the meaning assigned to such term in Section 2.1.1(b);

  • 10-K Filing Deadline As defined in Section 10.05 of this Agreement.

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