Examples of SpinCo Registration Statement in a sentence
SpinCo has adopted the articles of amendment and restatement and the amended and restated bylaws of SpinCo, each substantially in the form filed by SpinCo with the SEC as an exhibit to the SpinCo Registration Statement, and SpinCo shall not take any action to modify its charter or bylaws prior to the Effective Time.
The SpinCo Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, except that no representation is made by the Company or SpinCo with respect to information provided by Parent specifically for inclusion in, or incorporation by reference into, the SpinCo Registration Statement.
Parent shall, as soon as is reasonably practicable after the SpinCo Registration Statement is declared effective under the Exchange Act and the Parent Board has approved the Distribution, cause the Information Statement to be made available to the Record Holders.
Without limiting Badger’s rights and Parent’s obligations under the Merger Agreement, SpinCo shall file any amendments or supplements to the SpinCo Registration Statement as may be necessary or advisable in order to cause the SpinCo Registration Statement to become and remain effective as required by the SEC or federal, state or other applicable securities Laws.
As soon as practicable following the date of this Agreement, SpinCo and Post shall prepare, and BellRing shall assist and contribute to such preparation, and SpinCo shall, subject to BellRing’s consent (which may be oral or written and shall not be unreasonably withheld, delayed, or conditioned), file with the SEC the SpinCo Registration Statements, and the BellRing Proxy Statement will be included as a prospectus in the applicable SpinCo Registration Statement.