effective Registration Statement definition

effective Registration Statement means (i) a registration statement covering the sale of the Warrant Shares has been declared effective by the SEC, has not been withdrawn and is not subject to a stop order issued by the SEC, and (ii) the Prospectus contained in such registration statement complies with Sections 5(b) and 10 of the Securities Act.

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effective Registration Statement in this Warrant means (i) a Registration Statement covering the sale of the Warrant Shares has been declared effective by the SEC, has not been withdrawn and is not subject to a stop order issued by the SEC, and (ii) the Prospectus contained in the Registration Statement complies with Sections 5(b) and 10 of the Securities Act. Notwithstanding anything herein to the contrary, if on the Termination Date (unless the Holder notifies the Company otherwise) if there is no effective Registration Statement covering the resale of the Warrant Shares by the Holder, then this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

effective Registration Statement means a registration statement of the Company filed with, and declared effective by, the SEC on Form S-1 under the Act or such other form that the Company is eligible to use or that the SEC deems appropriate for the registration of the resale by the Investor of the Registrable Securities.

Examples of effective Registration Statement in a sentence

• Each part of the Effective Registration Statement, when such part became effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

• There are no agreements or other documents required by the Securities Act to be described in the Prospectus or Prospectus Supplement or to be filed with the Commission as exhibits to the Effective Registration Statement or to be incorporated by reference in the Effective Registration Statement, the Prospectus, and the Prospectus Supplement, as applicable, that have not been so described or filed or incorporated by reference.

• No stop order suspending the effectiveness of the Effective Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, threatened by the Commission and any request on the part of the Commission for additional information with respect to the Effective Registration Statement or Prospectus has been complied with.

• The Effective Registration Statement was declared effective by the Commission pursuant to Rule 467(a) under the Securities Act on January 17, 2023.

• The Effective Registration Statement complies, and the Prospectus and any further amendments or supplements to the Registration Statement, including the Prospectus Supplement, will comply, with the applicable provisions of the Securities Act.

• The descriptions of the agreements and documents referred to in the Effective Registration Statement, the Prospectus, and the Prospectus Supplement, as applicable, and the documents incorporated by reference therein, are accurate in all material respects.

• All agreements and documents referred to in the Effective Registration Statement, the Prospectus, and the Prospectus Supplement, as applicable, and the documents incorporated by reference therein, complied with any applicable requirements of the Securities Act or the Exchange Act, as of the time filed, and were filed on a timely basis with the Commission.

• The financial statements of the Company included in the SEC Reports and the Effective Registration Statement comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.

More Definitions of effective Registration Statement

effective Registration Statement has the meaning assigned in the Background hereto, and includes the related Prospectus, all amendments and supplements to such registration statement (including post-effective amendments), all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

effective Registration Statement has the meaning set forth in Section 2.2(d).

effective Registration Statement has the meaning set forth in Section 4.5.

effective Registration Statement shall have the meaning ascribed to such term in Section 3.1(f).

effective Registration Statement means the currently effective registration statement covering the Registered Shares on Form S-3 filed with the Securities and Exchange Commission on April 13, 2001 (Registration No. 333-58970) declared effective on April 27, 2001, 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.