Diamond Foods definition

Diamond Foods has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (No. 333 - 123576), including the related preliminary prospectus or prospectuses, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"). Promptly after execution and delivery of this Agreement, Diamond Foods will prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission promulgated under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b)
Sample 1Sample 2Sample 3
Diamond Foods means Diamond Foods, Inc., a Delaware corporation.
Sample 1Sample 2

Examples of Diamond Foods in a sentence

  • Section 1350, I, Michael Murphy, hereby certify that, to the best of my knowledge, the Quarterly Report of Diamond Foods, Inc.

  • The CWC will systematically assure the timely and appropriate resolution of audit findings and recommendations.B. The CWC will ensure that appropriate corrective action, including settlement and payment of any unacceptable costs, is taken within six months after receipt of an acceptable audit report for a subgrantee in instances of noncompliance with federal, State, City or local laws and regulations.

  • The Amended and Restated Certificate of Incorporation of Diamond Foods attached as Exhibit 1 to this Agreement shall be the Certificate of Incorporation of the Surviving Corporation upon the effectiveness of the registration statement under the Securities Act relating to the Initial Public Offering, until duly amended.

  • In its pro- spectus, Diamond Foods indicated that the conversion is driven by the need to increase its financial strength through improved access to capital.

  • Notwithstanding any other provision of this Agreement, each Member who would be entitled to receive a fraction of a share of Diamond Foods Common Stock pursuant to Section 3.1 shall instead receive cash (without interest) in an amount equal to such fractional part of a share of Diamond Foods Common Stock multiplied by the Initial Public Offering Price less applicable underwriting discounts.

  • Subject to the terms and conditions of this Agreement, at the Effective Time (defined in Section 1.3 of this Agreement), Diamond Growers shall be merged with and into Diamond Foods in accordance with the provisions of Section 1108 of the CGCL and Section 258 of the DGCL and with the effect provided in Section 1107 of the CGCL and Section 259 of the DGCL.

  • Blank 8The final requirement to completing the conversion was the sale of at least four million shares of Diamond Foods stock during the IPO at a price of at least$5.00 per share.

  • All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered by hand, by facsimile transmission, by registered or certified mail, or by courier or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered: Diamond Growers/ Diamond Foods: Diamond Walnut Growers, Inc.

  • As promptly as practicable after the Effective Time, the Exchange Agent shall issue to each Member, in book-entry form as uncertificated shares, the number of shares of Diamond Foods Common Stock to which such Member is entitled.

  • The Amended and Restated Bylaws of Diamond Foods attached as Exhibit 2 to this Agreement shall be the Bylaws of the Surviving Corporation upon the effectiveness of the registration statement under the Securities Act relating to the Initial Public Offering, until duly amended.

Related to Diamond Foods

  • Brands means the Sprint PCS Brands and the Sprint Brands.

  • Gateway means the BT electronic gateway, used for all ordering or fault reporting as described in the relevant section of the Handbook;

  • EAG clause 35;

  • Crown means the government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf;

  • Rock means the body of consolidated or partially consolidated material composed of minerals at or below the land surface. Rock includes bedrock and partially weathered rock that is hard and cannot be dug with hand tools. The upper boundary of rock is "saprolite," "soil," or the land surface.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Horizon means a layer of soil, approximately parallel to the surface, that has distinct characteristics produced by soil forming processes.

  • Forest means an area of land defined by the minimum values for area size, tree crown cover or an equivalent stocking level, and potential tree height at maturity at the place of growth of the trees as specified for each Member State in Annex II. It includes areas with trees, including groups of growing, young, natural trees, or plantations that have yet to reach the minimum values for tree crown cover or an equivalent stocking level or minimum tree height as specified in Annex II, including any area that normally forms part of the forest area but on which there are temporarily no trees as a result of human intervention, such as harvesting, or as a result of natural causes, but which area can be expected to revert to forest;

  • Keystone means Keystone Underwriting Pty Ltd ABN 78 601 944 763 as Corporate Authorised Representative (No. 000468712) of Keystone Underwriting Australia Pty Ltd ABN 59 634 715 674 AFSL 518224 which is acting on behalf of Underwriters.

  • HCP means a Habitat Conservation Plan prepared pursuant to § 10(a)(2)(A) of the ESA (16 U.S.C. § 1539(a)(2)(A)).

  • CCC means Customer Care Centre

  • Apple means Apple Inc., a California corporation with its principal place of business at Xxx Xxxxx Xxxx Xxx, Xxxxxxxxx, Xxxxxxxxxx 00000, U.S.A.

  • DG means Distributed Generation.

  • Greenfield means land not developed beyond agricultural, range, or forestry use.

  • Gas company means any person distributing gas within the corporate limits or authorized and proposing to so engage.

  • Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.

  • Grocery store means any retail establishment, the business of which consists of the sale of food, food products, or beverages for consumption off the premises.

  • SHC means Sears Holdings Corporation.

  • Crosswalk means that part of a roadway at an intersection included within the connections of the

  • Edge of any water means the outer edge of the water's bankfull width or, where applicable, the outer edge of the associated channel migration zone.