Post-Effective Amendment. Once a proposed acquisition(s) of a business(es) meeting the above criteria has (have) been identified, Rule 419 requires the Company to update the registration statement of which this prospectus is a part with a post-effective amendment. The post-effective amendment must contain information about: the proposed acquisition candidate(s) and its business(es), including audited financial statements; the results of this offering; and the use of the funds to be disbursed from the escrow account. The post-effective amendment must also include the terms of the reconfirmation offer mandated by Rule 419. The offer must include certain prescribed conditions (80% of the investors must reconfirm the offering) which must be satisfied before the Deposited Funds and Deposited Securities can be released from escrow.
Post-Effective Amendment. Once the agreement(s) governing the acquisition(s) of a business(es) between the parties to this Agreement, if applicable, meeting the above criteria has (have) been executed, Rule 419 requires the Client to update the registration statement of which the prospectus relative to the acquisition registration is a part with a post-effective amendment. The post-effective amendment shall (i) disclose the information specified by the applicable registration statement form and Industry Guides (as such term is used in Rule 419), including financial statements of the Client and the company acquired or to be acquired and pro forma financial information required by the form and applicable rules and regulations; (ii) disclose the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, amounts disbursed to the registrant, and amounts remaining in the escrow or trust account; and (B) the specific amount, use and application of funds disbursed to the Client to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly, specifying the amounts and purposes of such payments; and (iii) disclose the terms of the offering as described pursuant to paragraph (e)(2) of Rule 419. The conditions set forth in this Section 4 are referred to as the “Post-Effective Amendment Requirements.”
Post-Effective Amendment. PubCo shall use its commercially reasonable efforts to file with the SEC a post-effective amendment to the Registration Statement on Form F-1 (the “Post-Effective Amendment”) within 30 days of the Closing Date, to register (i) the issuance by PubCo of the PubCo shares issuable upon exercise of the PubCo Warrants and (ii) the resale by the Sponsor, SPAC Anchor Investors, and the SPAC’s officers, directors, and their respective affiliates of the PubCo Warrants and PubCo Shares issuable upon exercise of the PubCo Warrants, and shall use its commercially reasonable efforts to cause the Post-Effective Amendment to become effective within 30 days of the Closing Date and to maintain the effectiveness of the Post-Effective Amendment, and a current prospectus relating thereto, until the expiration of the PubCo Warrants in accordance with their terms.
Post-Effective Amendment. Once the agreement(s) governing the acquisition(s) of a business(es) meeting the above criteria has (have) been executed, Rule 419 requires the Company to update the registration statement of which the prospectus relative to the acquisition registration is a part with a post-effective amendment. The post-effective amendment must contain information about: the proposed acquisition candidate(s) and its business(es), including audited financial statements; the results of this offering: and the use of the funds to be disbursed from the escrow account. The post-effective amendment must also include the terms of the reconfirmation offer mandated by Rule 419. The offer must include certain prescribed conditions (80% of the investors must reconfirm the offering) which must be satisfied before the Deposited Funds and Deposited Securities can be released from escrow.
Post-Effective Amendment. The Company represents, warrants and covenants to you that if as of March 1, 2003 (unless extended no later than April 30, 2003 by the board of directors of the Company, then such later date), subscriptions for at least 18,000 Units shall not have been received, it will file a post-effective amendment to the Registration Statement de-registering all of the Units and if at the Offering Termination Date subscriptions for all the Units shall not have been received it will file a post-effective amendment to the Registration Statement de-registering the unsold Units and, in either case, will terminate any additional offerings of Units pursuant to such Registration Statement. In addition, the Company represents and warrants to you that it will file all reports required by the regulations with regard to sales of the Units and use of the proceeds therefrom.
Post-Effective Amendment. The Company shall promptly incorporate in a prospectus supplement or post-effective amendment to the applicable Registration Statement such information as the managing Underwriter or Underwriters, if any, or the holders of a majority of the Registrable Securities of the class being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
Post-Effective Amendment. The Company represents and warrants to you that if as of one year from the effective date of this Offering (unless extended by the Company with the consent of the American Stock Exchange) the Minimum Offering has not been achieved, they will file a post-effective amendment to the Registration Statement deregistering all of the Shares and if at the Offering Termination Date subscriptions for all the Shares shall not have been received they will file a post- effective amendment to the Registration Statement de-registering the unsold Securities and will terminate any additional offerings of Securities pursuant to such Registration Statement. In addition, the Company represents and warrants to you that they will file all reports required by the regulations with regard to sales of the Shares and use of the proceeds therefrom.
Post-Effective Amendment. The Partnership and the General Partner represent and warrant to you that if, on the Minimum Offering Date, subscriptions for at least 75,000 Units shall not have been received, they will file a post-effective amendment to the Registration Statement de-registering all of the Units and if, at the Offering Termination Date, subscriptions for all 750,000 of the Units shall not have been received, they will file a post-effective amendment to the Registration Statement deregistering the unsold Units and, in either case, will terminate any additional offering of Units and warrant to you that they will file all reports required by the Regulations with regard to sales of the Units and use of the proceeds therefrom.
Post-Effective Amendment. The Partnership and the Managing General Partner represent and warrant to you that, if at the Offering Termination Date subscriptions for at least 40,000 Units shall not have been received, they will file a post-effective amendment to the Registration Statement de-registering all of the Units and if at the Offering Termination Date subscriptions for all 200,000 Units shall not have been received, they will file a post-effective amendment to the Registration Statement de-registering the unsold Units and, in either case, will terminate any additional offerings of Units pursuant to such Registration Statement. In addition, the Partnership and the Managing General Partner represent and warrant to you that they will file all reports required by the Regulations with regard to sales of the Units and use of the proceeds therefrom.
Post-Effective Amendment. The Company represents, warrants and covenants to you that if as of April 30, 2003, subscriptions for at least 18,000 Units shall not have been received, it will file a post-effective amendment to the Registration Statement de-registering all of the Units and if at the Offering Termination Date subscriptions for all the Units shall not have been received it will file a post-effective amendment to the Registration Statement de-registering the unsold Units and, in either case, will terminate any additional offerings of Units pursuant to such Registration Statement. In addition, the Company represents and warrants to you that it will file all reports required by the regulations with regard to sales of the Units and use of the proceeds therefrom.
