Form F-4. The Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.
Form F-4. The Form F-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form F-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
Form F-4. The Form F-4 shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Form F-4, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending.
Form F-4. The Company has prepared and filed with the Commission the Pre-Effective Registration Statement on Form F-4, including a related Preliminary Prospectus, for registration under the Securities Act of the Shares in connection with the Exchange Offer. The Pre-Effective Registration Statement will have been declared effective by the Commission prior to the Expiration Date and any request on the part of the Commission or any other federal, state or local or other governmental or regulatory agency, authority or instrumentality or court or arbitrator for the amending or supplementing of the Offering Documents or for additional information has been complied with. The Company meets the conditions for the use of Form F-4 with respect to the Pre-Effective Registration Statement and the Registration Statement in connection with the Exchange Offer as contemplated by this Agreement.
Form F-4. LLIT shall issue the LLIT Exchange Shares in exchange for outstanding Newegg Shares as provided in Section 1.6 pursuant to the Merger Registration Statement on the Form F-4 filed under the Securities Act. LLIT and Newegg shall comply with all applicable provisions of, and rules under, the Securities Act in connection with the offering and issuance of the Merger Consideration, including the inclusion of the necessary financial statements related to their respective businesses.
Form F-4. (a) As promptly as practicable after the date hereof, LLIT shall prepare and file with the SEC the Merger Registration Statement for the LLIT Exchange Shares to be issued in connection with the Merger, and the Shareholder Meeting Notice on the Form F-4 (as amended or supplemented from time to time) calling a special meeting of LLIT’s shareholders (including any adjournments or postponements thereof) (the “Shareholder Meeting”) seeking the approval of LLIT’s shareholders for the matters in connection with the Restructure and Offering, in accordance with and as required by LLIT’s Organizational Documents, applicable Law and any applicable rules and regulations of the SEC and NASDAQ. In the Form F-4, LLIT shall seek (i) adoption and approval of the Disposition Agreement and the transactions contemplated thereby in accordance with LLIT’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and NASDAQ, (ii) if required to be approved by LLIT’s shareholders, adoption and approval of an Amended and Restated Memorandum and Articles of Association of LLIT in the form attached as Exhibit C, together with such other changes which are reasonably acceptable to LLIT and Newegg (the “Amended Charter”) (which will be adopted by LLIT prior to or at the time of the Closing to, among other things, effect the Stock Split, increase the authorized amount of LLIT Shares, change the name of LLIT and provide certain director appointment rights for certain holders of Newegg Shares), (iii) to appoint the members of the board of directors of LLIT, and appoint the members of any committees thereof, in each case in accordance with Section 5.16 hereof, and (iv) to obtain any and all other approvals necessary or advisable to effect the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including approval of the Merger and this Agreement. In connection with the Form F-4, LLIT will also furnish with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable rules set forth in LLIT’s Organizational Documents, the BVI Act and the rules and regulations of the SEC and NASDAQ. In consultation with Newegg, LLIT shall set a preliminary record date for the Shareholder Meeting and commence a broker search in connection therewith.
Form F-4. The Form F-4 will comply in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent with respect to any information provided in writing by or on behalf of the Company for inclusion in the Form F-4.
Form F-4. The Form F-4 shall have become effective under the Securities Act, and no stop order or proceedings seeking a stop order shall have been initiated or, to the Knowledge of the Company or Parent, threatened by the SEC and Parent shall have received all state securities or “blue sky” authorizations necessary for the Parent Share Issuance.
Form F-4. The Form F-4 shall have become effective under the Securities Act prior to the mailing of the Joint Proxy Statement by each of the Company and Parent to their respective stockholders or shareholders, and no stop order or proceedings seeking a stop order shall be threatened by the SEC or shall have been initiated by the SEC.
Form F-4. The Company has prepared and, on or about the date hereof, has filed with the Commission the Pre-Effective Registration Statement on Form F-4, including a related Preliminary Prospectus, for registration under the Securities Act of the Shares in connection with the Exchange Offer. If the Exchange Offer is to be consummated, the Pre-Effective Registration Statement, as amended, will have been declared effective by the Commission prior to the Expiration Date and any request on the part of the Commission or any other federal, state or local or other governmental or regulatory agency, authority or instrumentality or court or arbitrator for the amending or supplementing of the Offering Documents or for additional information will have been complied with in all material respects prior to the Expiration Date. The Company meets the conditions for the use of Form F-4 with respect to the Pre-Effective Registration Statement and the Registration Statement in connection with the Exchange Offer as contemplated by this Agreement.
