Acquiror Registration Statement definition

Acquiror Registration Statement means the Registration Statement on Form S-4, or other appropriate form, including any pre-effective or post-effective amendments or supplements thereto, to be filed with the SEC by Acquiror under the Securities Act with respect to the Acquiror Registration Statement Securities.
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Acquiror Registration Statement has the meaning set forth in the Merger Agreement.
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Acquiror Registration Statement is defined in Section 7.18(d).
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Examples of Acquiror Registration Statement in a sentence

  • On the effective date of the Acquiror Registration Statement, the Acquiror Registration Statement, and when first filed in accordance with Rule 424(b) of the Securities Act and/or filed pursuant to Section 14A of the Exchange Act, the Acquiror Proxy Statement and the Acquiror Proxy Statement/Prospectus (or any amendment or supplement thereto), shall comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

  • Each of Acquiror and Target will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Acquiror Registration Statement or the Prospectus or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Acquiror Registration Statement or the Prospectus.

  • Acquiror shall have received "cold comfort" letters from Deloitte & Touche LLP, Target's independent public accountants, dated no later than the date of the effectiveness of the Acquiror Registration Statement and any supplements and post-effective amendments thereto, with respect to the operations of Target in the form and substance of such letters delivered by independent public accountants in connection with the Acquiror Registration Statement and reasonably satisfactory to Acquiror and its counsel.

  • Each of Acquiror and Target shall use reasonable efforts to respond promptly to any comments of the SEC and to have the Acquiror Registration Statement declared effective under the 1933 Act as promptly as practicable after such filing.

  • On the effective date of the Acquiror Registration Statement, the Acquiror Registration Statement will not 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 not misleading.

  • This workshop is usually held in September – October, and forms the basis for planning the Annual Training Calendar for the next academic year.

  • Acquiror will cause the Acquiror Proxy Statement/Acquiror Registration Statement to be mailed to the Acquiror Stockholders in each case promptly after the Acquiror Registration Statement is declared effective under the Securities Act.

  • Whenever any event occurs which should be set forth in an amendment or supplement to the Acquiror Registration Statement or the Prospectus, Acquiror or Target, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Target, such amendment or supplement.

  • Each of Acquiror and the Company shall use its reasonable best efforts to cause the Acquiror Proxy Statement/Acquiror Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Acquiror Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Acquiror Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

  • As promptly as practicable after the date of this Agreement, Acquiror shall prepare, with the assistance of Target, as appropriate, and file with the SEC the Acquiror Registration Statement together with the prospectus to be included therein (the "Prospectus") and the Target Proxy Statement included therein, and any other documents required by the 1933 Act or the 1934 Act in connection with the Merger.

Related to Acquiror Registration Statement

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

  • 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.

  • Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

  • Remainder Registration Statement has the meaning set forth in Section 2(a).

  • New Registration Statement has the meaning set forth in Section 2(a).

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

  • Company Registration Statement means the Registration Statement, including the Prospectus, amendments and supplements to the Registration Statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material and exhibits incorporated by reference or deemed to be incorporated by reference in such registration statement.

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

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

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

  • Registration Statements means the Initial Registration Statement and the additional registration statement as proposed to be filed or as proposed to be amended by the post-effective amendment to be filed shortly prior to its Effective Time, and (iii) "Prospectus" shall mean the prospectus included in the Registration Statements.

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Resale Registration Statement means a registration statement under the Securities Act registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of the Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

  • Resale Shelf Registration Statement shall have the meaning given in subsection 2.3.1.

  • Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.

  • Book voter registration form means voter registration forms contained in a

  • Shelf Registration Statement means the Shelf Registration Statement as defined in the Registration Rights Agreement.