Warrants Registration Statement definition

Warrants Registration Statement. Any registration statement of the Issuer that covers any Warrant Shares filed with the SEC under the Securities Act (except for a Warrant Shares Shelf Registration Statement), including the Prospectus, 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.
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Warrants Registration Statement means a registration statement to be filed on Form F-1 form with the SEC in connection with the New Warrants and the Class A ordinary shares of Cazoo to be issued to the Existing Equityholders in connection with the Transaction.
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Examples of Warrants Registration Statement in a sentence

  • The Company shall use its best efforts to have such Exchange Warrants Registration Statement declared effective as soon thereafter as possible (but by no later than 120 calendar days following the Closing Date).

  • Therefore, the Warrant Shares underlying the Exchange Warrants shall be deemed to be Warrant Shares constituting Registrable Securities for all purposes of the Registration Rights Agreement and the Exchange Warrants Registration Statement shall be deemed to be a Registration Statement for all purposes of the Registration Rights Agreement.

  • The Issuer's obligations under this Section 10 shall be subject to the obligations of the Selling Holders, which the Selling Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Issuer to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of a Warrants Registration Statement.

  • Promptly following the Closing Date, (but by no later than 30 calendar days following the Closing Date), the Company shall, at its sole cost and expense and in accordance with the 1933 Act, use its best efforts to prepare and file a registration statement (the "Exchange Warrants Registration Statement") on Form S-3 (or other appropriate form acceptable to the Investor) under the 1933 Act with the SEC covering all the shares of Common Stock issued or issuable upon exercise of the Exchange Warrants.

  • Based upon the foregoing, it is my opinion that (i) the 566,118 shares of Stock to be sold by the Selling Stockholders that hold warrants when issued, sold and delivered in the manner and for the consideration stated in the Warrants, Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable, and (ii) The additional 2,910,000 shares of stock to be sold by The Selling Stockholders pursuant to the Registration Statement are validly issued, fully paid and none assessable.

  • Based upon the foregoing, it is my opinion that the 566,118 shares of Stock to be sold by the Selling Stockholders when issued, sold and delivered in the manner and for the consideration stated in the Warrants, Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

  • The Company's obligations under this Section 10 shall be subject to the obligations of the Selling Holders, which the Selling Holders acknowledge, to furnish all information and materials and to take any and all actions as may be required under applicable federal and state securities laws and regulations to permit the Company to comply with all applicable requirements of the SEC and to obtain any acceleration of the effective date of a Warrants Registration Statement.

  • Ownership of beneficial interests in the Public Warrants and, following the effectiveness of the Merger Warrants Registration Statement, Merger Warrants (together, the “Publicly Traded Warrants”) shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).

Related to Warrants Registration Statement

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

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

  • 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 any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.

  • Company Registration Statement shall have the meaning set forth in Section 3.5(a).

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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).

  • 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.

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

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

  • 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.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

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

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.