Resale Filings definition

Resale Filings means the Final Prospectus and the U.S. Registration Statement;
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Examples of Resale Filings in a sentence

  • The Special Warrants and Underlying Shares (if acquired prior to clearance of the Resale Filings) will be subject to applicable resale restrictions in Canada and the United States and will bear resale restriction legends where required.

  • Any unexercised Special Warrants held by (i) any Affiliate U.S. Purchasers, (ii) any Non-U.S. Affiliate Purchasers who have elected to be governed by Section 4(i), and (iii) any Non-U.S. Purchaser or Non-Affiliate U.S. Purchaser who elects to be governed by Section 4(j), will be deemed to be exercised at 4:00 p.m. (Vancouver time) on the Resale Filings Termination Date.

  • The Company agrees to use reasonable best efforts to qualify the distribution of the Underlying Shares by filing the Resale Filings in Canada and the United States promptly after Closing and for the U.S. Registration Statement, in accordance with the Registration Rights Agreement.

  • Deemed (automatic) exercise of any unexercised Special Warrants for U.S. Purchasers who may be deemed to beneficially own more than 9.9% of the outstanding Shares (“U.S. Affiliate Purchasers”) and who are subject to Section 4(i) will occur on the Resale Filings Termination Date.

  • Deemed (automatic) exercise of any unexercised Special Warrants for U.S. Purchasers who beneficially own more than 9.99% of the outstanding Shares (“U.S. Affiliate Purchasers”) will occur on the Resale Filings Termination Date.

  • No voluntary or automatic conversion of Special Warrants will be permitted to the extent that conversion would result in the holder alone or as part of group, beneficially owning, prior to the Resale Filings Termination Date, more than 9.9% of the issued and outstanding shares of NDM Any U.S. Person to whom this restriction applies will be entitled to waive application of the restriction upon delivery of 61 days advance written notice to NDM.

  • At its option, any non US person that is deemed to beneficially own more than 9.9% of the outstanding NDM shares may request that the Special Warrants issued to such non-US Person to be subject to the same beneficial ownership restriction as the Special Warrants issued to US persons who would hold more than 9.9% of issued NDM shares after conversion of their Special Warrants, in which case automatic conversion of such Special Warrants will be deferred until the Resale Filings Termination Date.

Related to Resale Filings

  • Public Filings has the meaning set forth in Section 6.1(c).

  • Filings the filing or recording of (i) the Financing Statements as set forth in Schedule 3, (ii) this Agreement or a notice thereof with respect to Intellectual Property as set forth in Schedule 3, and (iii) any filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law.

  • Registration Filing Date means the date that is sixty (60) calendar days after the Effective Date.

  • SEC Filings has the meaning set forth in Section 4.6.

  • 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.

  • Company IP Registrations means all Company Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

  • Registration Books means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds.

  • Intellectual Property Registrations means all Intellectual Property Assets that are subject to any issuance, registration, application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

  • Required Filings shall have the meaning specified in the Pledge and Security Agreement.

  • Company Filings means all documents publicly filed by or on behalf of the Company on SEDAR since January 1, 2020.

  • Prospectus Supplements means, collectively, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement;

  • Other Filings has the meaning set forth in Section 6.8(a).

  • Filing entity means the reporting entity that is required to file a financial

  • UCC Filing Authorization Letter means a letter duly executed by each Loan Party authorizing the Collateral Agent to file appropriate financing statements on Form UCC-1 without the signature of such Loan Party in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage.

  • Filing Statements is defined in Section 5.1.13.

  • Public Reports includes all reports filed by Company under the Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two full fiscal years preceding the Effective Date and thereafter.

  • 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.

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • SEDAR means the System for Electronic Document Analysis and Retrieval;

  • 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.

  • Fixture filing means the filing of a financing statement covering goods that are or are to become fixtures and satisfying section 9502(1) and (2). The term includes the filing of a financing statement covering goods of a transmitting utility which are or are to become fixtures.

  • Registration Information means information about an individual that is collected for the purpose of registering the individual for the provision of health services, and includes the individual’s health services number and any other number assigned to the individual as part of a system of unique identifying numbers that is prescribed in the regulations.

  • SEC Documents shall have the meaning specified in Section 4.5.

  • Registered Company Intellectual Property means all Patents, registered Trademarks, applications to register Trademarks, registered Copyrights, applications to register Copyrights, and Domain Names included in the Owned Company Intellectual Property that are currently registered, recorded, or filed by, for, or in the name of Company or any Company Subsidiary.

  • Securities Act means the Securities Act of 1933, as amended.