Conversion Registration Statement definition

Conversion 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 Newco Common Stock to be offered and issued in connection with the Offering. The Merger Registration Statement and the Conversion Registration Statement may be separate registration statements or may be combined in one registration statement that shall register shares of Newco Common Stock to be offered and issued in connection with the Offering and to be offered to holders of Company Common Stock in connection with the Merger.
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Conversion Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act to register shares of SR Bancorp Common Stock to be offered and issued in connection with the Conversion Offering. The Merger Registration Statement and the Conversion Registration Statement may be separate registration statements or may be combined in one registration statement that shall register shares of SR Bancorp Common Stock to be offered and issued in connection with the Conversion Offering and to be offered and issued to holders of Regal Bancorp Common Stock in connection with the Merger.
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Conversion Registration Statement has the meaning assigned in Section 1(b)(i) of the Agreement.
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Examples of Conversion Registration Statement in a sentence

  • Each of SR Bancorp and Regal Bancorp shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC.

  • The Regal Bancorp Stockholders Meeting shall not be held until the Conversion Registration Statement has been declared effective by the SEC.

  • SR Bancorp shall have received a “comfort” letter from the independent certified public accountants for Regal Bancorp, dated (i) the effective date of the Conversion Registration Statement and (ii) the Closing Date, with respect to certain financial information regarding Regal Bancorp, each in form and substance which is customary in transactions of the nature contemplated by this Agreement.

  • The Merger Registration Statement and the Conversion Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

  • The Conversion Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Conversion Registration Statement shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC.

  • Provided that the Company has (i) provided written notice to each of the Investors of the request by an Investor or certain Investors to have the Conversion Registration Statement filed and (ii) given such other investors six (6) business days to notify the Company that they desire to have their Conversion Registrable Securities registered thereby, and subject to section 1(b)(ii) below, the Company shall not be obligated to prepare, file or get effective more than one Conversion Registration Statement.

  • Section 9.1.4 is hereby replaced in its entirety with the following: “Effectiveness of the Conversion Registration Statement.

  • SSE will furnish to Newco the information required to be included in the Merger Registration Statement and the Conversion Registration Statement with respect to its business and affairs and shall have the right to review and consult with Newco and approve the form of, and any characterizations of such information included in, the Merger Registration Statement and the Conversion Registration Statement prior to its being filed with the SEC.

  • Patapsco will furnish to Newco the information required to be included in the Merger Registration Statement and Conversion Registration Statement with respect to its business and affairs and shall have the right to review and consult with Newco and approve the form of, and any characterizations of such information included in, the Merger Registration Statement and Conversion Registration Statement prior to its being filed with the SEC.

  • The Boardwalk Bancorp Stockholders Meeting shall not be held until the Conversion Registration Statement has been declared effective by the SEC.


More Definitions of Conversion Registration Statement

Conversion 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 Cape Bancorp Common Stock to be offered and issued in connection with the Offering. The Merger Registration Statement and the Conversion Registration Statement may be separate registration statements or may be combined in one registration statement that shall register shares of Cape Bancorp Common Stock to be offered and issued in connection with the Offering and to be offered to holders of Boardwalk Bancorp Common Stock in connection with the Merger.
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Conversion 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 FNFG Common Stock to be offered and issued in connection with the Offering. The Merger Registration Statement and the Conversion Registration Statement may be separate registration statements or may be combined in one registration statement that shall register shares of FNFG Common Stock to be offered and issued in connection with the Offering and to be offered to holders of FLBC Common Stock in connection with the Merger.
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Conversion 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 First Clover Leaf Financial Common Stock to be offered and issued in connection with the Offering. The Merger Registration Statement and the Conversion Registration Statement may be separate registration statements or may be combined in one registration statement that shall register shares of First Clover Leaf Financial Common Stock to be offered and issued in connection with the Offering and to be offered to holders of CLFC Common Stock in connection with the Merger.
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Related to Conversion Registration Statement

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

  • 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.

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

  • 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.

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

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

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

  • S-3 Registration has the meaning set forth in Section 5(a) hereof.

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

  • 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.

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

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

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