Tender Offer Registration Statement definition

Tender Offer Registration Statement means the tender offer registration statement related to the Tender Offer filed by the Acquiror with the Kanto Local Finance Bureau on August 27, 2015 (and any amendments thereto) under the FIEA.
Sample 1
Tender Offer Registration Statement shall have the meaning set forth in Section 2.02(d).
Sample 1

Examples of Tender Offer Registration Statement in a sentence

  • The Tender Offer Registration Statement or related purchase documents will not or shall not be sent or distributed by mail or other means within, to, or from the United States.

  • If the Company submits an amendment to the Tender Offer Registration Statement to the Director- General of the Kanto Local Finance Bureau (except in the case prescribed in the proviso to Article 27- 8, Paragraph 11 of the Act), the Company will promptly make an official announcement of the details of such amended statement to the extent relevant to the contents of the public notice of the start of the Tender Offer, pursuant to the method set forth in Article 20 of the TOB Order.

  • The Recommendation Statement further indicates that both the Transaction Committee and the Board considered the various financial analyses presented by Goldman Sachs in connection with approving the Reorganization Agreement and making their respective recommendations that zulily stockholders tender their shares in the Tender Offer (Registration Statement at 24, 26).

  • In certain jurisdictions, distribution of Tender Offer Registration Statement, Tender Offer Explanatory Statement or other documents relating to the Tender Offer (the “Offer Documents”) may be restricted by the relevant laws.

  • Save as otherwise provided in sub-rule (3)2[and sub-rule (2) of rule 103], these rules shall come into force on the 1st day of July, 1989.

  • As a result, there were reasons to amend some of the items in the Tender Offer Registration Statement, and we disclosed the amended information on Sep.

  • Sumihiro Representative Director Address : 7-1, Udagawacho, Shibuya-ku, Tokyo Nearby Place of Contact : Same as above Telephone : 03-5428-7000 (main number) Contact Person : Yoshizo Matsushita Director Attorney-in-Fact: Name : None Address : None Nearby Place of Contact : None Telephone : None Contact Person : None Place Where Copies of Tender Offer Registration Statement Are made Available for Public Inspection --------------------------------------------------------- N.A.J. Co., Ltd.

  • Attachment to the Tender Offer Registration Statement Public Notice of the Tender Offer as of December 21, 2015 3.

  • The bidder cannot include a broader material adverse change clause in the Tender Offer Registration Statement.

  • Furthermore, the Tender Offer Registration Statement related to the Tender Offer and purchase documents related thereto will not and may not be sent or delivered by postal service or other means in, to or from the United States.

Related to Tender Offer Registration Statement

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

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

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

  • 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.

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

  • 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.

  • 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.

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

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

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • 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.

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

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

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

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

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

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

  • 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.

  • 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.

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