December Registration Statement definition

December Registration Statement means the Company’s registration statement on Form S-3 (Registration No. 333-229043, as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed to be part of the December Registration Statement only from and after the time specified pursuant to Rule 430B.
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December Registration Statement means Amendment No. 1 to the Registration Statement on Form S-4 of Issuer dated December 9, 1997.
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Examples of December Registration Statement in a sentence

  • The July Registration Statement was initially filed with the Commission on July 13, 2018 and the December Registration Statement was initially filed with the Commission on December 27, 2018.

  • The July Registration Statement was initially filed with the Commission on August 2, 2018 and the December Registration Statement was initially filed with the Commission on December 27, 2018.

  • Except as set forth in the SEC Reports, the December Registration Statement, or as otherwise contemplated herein or in the Placement Agreement or Risk Factors, since December 31, 1996, there has been no Material Adverse Change in Issuer and no such Material Adverse Change shall be reflected in Issuer's Annual Report on Form 10-K to be filed with regard to the year ended December 31, 1997 (the "10-K").

  • Issuer has delivered or made accessible to Investors true, accurate and complete copies of the December Registration Statement and of the SEC Reports which were filed with the SEC since January 1, 1997.

  • If the Company is required to file a December Registration Statement pursuant to Section 1.1(a)(iii), the Company shall use its best efforts to have the December Registration Statement declared effective by the SEC in no event later than March 20, 2002.

  • At any time before or after the third anniversary of the initial effective date of the December Registration Statement, the Company may file a new registration statement (a “Replacement Registration Statement”) with the Commission and a prospectus supplement (the “Replacement Prospectus”), in form and substance satisfactory to the Agents.

  • On January 22, 2016, the Company received a letter (the “January Comment Letter”) from the staff of the Securities and Exchange Commission (the “Staff”) provided in respect of the December Registration Statement.

  • The SEC Reports and the December Registration Statement, when filed, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

  • Upon information and belief, the reason the Company filed the December Registration Statement voluntarily was so that it could rescind it voluntarily (according to its reading of the Registration Rights Agreement) before the Investors had the opportunity to sell any Conversion Shares.

  • In addition, the description of Issuer's business contained in the 10-K will not be materially inconsistent with such descriptions set forth in Issuer's press releases made during 1997, the SEC Reports or the December Registration Statement.

Related to December Registration Statement

  • 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.

  • Remainder 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.

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

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

  • 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.

  • 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.

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

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

  • 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 has the meaning set forth in the Registration Rights Agreement.

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

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

  • Resale Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Warrant Shares by each Purchaser as provided for in the Registration Rights Agreement.

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

  • 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.

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

  • 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.

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

  • 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.

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

  • 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.

  • Termination statement means an amendment of a financing statement which: