Form F-1 Shelf definition

Form F-1 Shelf shall have the meaning given in Section 2.1.1.
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Form F-1 Shelf has the meaning set forth in Section 2(a)(i).
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Form F-1 Shelf has the meaning set forth in Section 3.1(a).
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Examples of Form F-1 Shelf in a sentence

  • Following the filing of a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Registration Statement on Form F-3 (the “Form F-3 Shelf”) as soon as reasonably practicable after the Company is eligible to use Form F-3.

  • Such Form F-1 Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Eligible Holder named therein.


More Definitions of Form F-1 Shelf

Form F-1 Shelf is defined in Section 2.4.
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Form F-1 Shelf has the meaning ascribed to such term in Section 2(a).
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Form F-1 Shelf shall have the meaning given in subsection 2.1.1. “Form F-3” shall mean 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 Commission that permits forward incorporation of substantial information by reference to other documents filed by the Company with the Commission. “Form F-3 Shelf” shall have the meaning given in subsection 2.1.1. “Governmental Authority” means any United States or non-United States: (i) nation, state, commonwealth, province, territory, region, county, city, municipality, district, or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental, quasi-governmental, public or statutory authority of any nature (including any governmental division, department, agency, regulatory or administrative authority, commission, instrumentality, official, organization, unit, body, or Entity and any court, judicial or arbitral body, or other tribunal). “Grace Period” shall have the meaning assigned to such term in subsection 3.2.1. “Holders” shall have the meaning given in the preamble of this Agreement. “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China. “Indemnified Party” shall have the meaning assigned to such term in Section 6.3. “Lock-Up Agreement” shall mean, as applicable, the agreements and undertakings of the Holders set forth in clause 6.3 of the Purchase Agreement, pursuant to which each Holder has agreed not to transfer the Registrable Securities held by such Holder for a certain period of time after Completion. “Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading “New Registration Statement” shall have the meaning given in subsection 2.2.1. “Permitted Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the lock-up period under the applicable Lock-Up Agreement, and to any transferee thereafter. “Pro Rata” shall mean, with respect to a given Registration, offering or Transfer of Registrable Securities pursuant to this Agreement, pr...
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Form F-1 Shelf has the meaning set forth in Section 2.1(a). “Form F-3 Shelf” means a Shelf Registration on Forms F-3 or S-3, as applicable, or any similar short-form registration. “Holder” means any holder of Registrable Securities who is or becomes a Party to, or who succeeds to rights under this Registration Rights Agreement pursuant to Section 3.1. “Holder Information” has the meaning set forth in Section 2.10(b). “Registration Rights Agreement” has the meaning set forth in the Preamble. “Joinder” has the meaning set forth in Section 3.1(a) “Lock-Up Period” means the time period during which a Holder is prohibited from selling Common Shares pursuant to contractual arrangements with PubCo. “Maximum Number of Securities” has the meaning set forth in Section 2.1(f). “Merger” has the meaning set forth in the Recitals. “Minimum Takedown Threshold” has the meaning set forth in Section 2.1(c). “Misstatement” means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus, in the light of the circumstances under which they were made, not misleading. “Original RRA” has the meaning set forth in the Recitals. “Party” has the meaning set forth in the Preamble. “Piggyback Holders” has the meaning set forth in Section 2.2(a).
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Form F-1 Shelf shall have the meaning given in Clause 2.1.1. “Form F-3 Shelf” shall have the meaning given in Clause 2.1.1. “Holder Information” shall have the meaning given in Clause 4.1.2.
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Related to Form F-1 Shelf

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

  • Form F-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

  • 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.

  • Form F-3 means such respective form under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with 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.

  • 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.

  • 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.

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

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

  • 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.

  • Shelf shall have the meaning given in subsection 2.3.1.

  • Subsequent Shelf Registration shall have the meaning given in subsection 2.3.2.

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