Public Offering Prospectus definition

Public Offering Prospectus means the final prospectus supplement to the Registration Statement filed by the Company with the SEC in connection with the Public Offering.
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Public Offering Prospectus means the final prospectus or prospectus supplement, including any base prospectus, filed with the Commission pursuant to Rule 424(b) under the Securities Act. The “Disclosure Package” means the Rights Offering Prospectus, the Public Offering Prospectus and free writing prospectus, if any, identified in Schedule I hereto. The term “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. As used herein, the terms “Registration Statement,” “Rights Offering Prospectus” and “Public Offering Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement,” “amendment” and “amend” as used herein with respect to the Rights Offering Prospectus, Public Offering Prospectus or any free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference therein.
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Public Offering Prospectus shall refer to such revised prospectus from and after the time it is first furnished to the Underwriters for such use. The Company understands that the Underwriters propose to make a public offering of the Shares (the "Public Offering") as soon as possible after the Post-Effective Amendment becomes effective. The Underwriters may assemble and manage a selling group of broker-dealers that are members of the National Association of Securities Dealers, Inc. ("NASD") to participate in the solicitation of purchase orders for the Shares.
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Examples of Public Offering Prospectus in a sentence

  • The Company has an authorized capitalization as set forth in the Existing Registration Statement and the Public Offering Prospectus.

  • The Company Shares have been duly and validly authorized for issuance, and when issued and sold in the manner described in the Public Offering Prospectus and in accordance with the terms of the underwriting agreement described therein (the “Underwriting Agreement), and upon receipt by the Company of payment therefor as provided in the Underwriting Agreement, will be validly issued, fully paid and nonassessable.

  • Subject to the foregoing, and other than the Public Offering Prospectus and any press releases issued in connection with the Public Offering, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby.

  • We note some deviations in disclosure between the Public Offering Prospectus and the Resale Prospectus Alternate Page.

  • The issue and allotment of the shares underlying the Representative’s Warrants (the Warrant Shares) as contemplated by the Registration Statement and the Public Offering Prospectus has been duly authorised and, when allotted, issued and paid for as contemplated by the Registration Statement and the terms of the Representative’s Warrants, the Warrant Shares will be legally issued and allotted, fully paid and non-assessable.

  • The Representatives hereby advise the --------------- Company that the Underwriters intend to offer for sale to the public, as described in the Public Offering Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Post-Effective Amendment has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • The Purchaser understands that, concurrently with the Public Offering, the Company may offer and sell the 2026 Convertible Notes (as described in the Public Offering Prospectus and hereinafter referred to as the “2026 Convertible Notes”) and acknowledges and agrees that the effectiveness of this Agreement and the completion of the transactions contemplated herein are not contingent on the completion of the offering and sale of the 2026 Convertible Notes.

  • The issue of the warrants to the underwriters’ representative (such warrants, the Representative’s Warrants) as contemplated by the Registration Statement and the Public Offering Prospectus has been duly authorised.

  • This is inconsistent with your disclosure on page 35 of your Public Offering Prospectus.

  • Response: We have included in this registration statement, after the financial statements, a set of alternate pages to reflect the differences between the Public Offering Prospectus and the Selling Stockholder Prospectus.

Related to Public Offering Prospectus

  • IPO Prospectus means the final prospectus of the Purchaser, dated October 14, 2015, and filed with the SEC on October 15, 2015 (File No. 333-206435).

  • Prospectus means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

  • Shelf Prospectus means the prospectus included in the Shelf ---------------- Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, including any supplement relating to the terms of the offering of any portion of the Shelf Registrable Securities covered by the Shelf Registration Statement, and in each case including all material incorporated by reference therein.

  • 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.

  • U.S. Prospectus means a prospectus that has been prepared in accordance with the disclosure and other requirements of U.S. federal securities law for an offering of securities registered under the 1933 Act.

  • Initial Prospectus Supplement means the prospectus supplement of the Company relating to the Securities, including the accompanying Base Prospectus, to be prepared and filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act and in accordance with Section 5(a) hereof, together with all documents and information incorporated therein by reference.

  • Base Prospectus means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

  • Final Prospectus means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • Statutory Prospectus with reference to a particular time means the prospectus included in a Registration Statement immediately prior to that time, including any 430A Information or 430C Information with respect to such Registration Statement. For purposes of the foregoing definition, 430A Information shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) or Rule 462(c) and not retroactively.

  • Underwriter Free Writing Prospectus means a Free Writing Prospectus prepared by or on behalf of an Underwriter.

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • U.S. Prospectus Supplement has the meaning given to it in the fifth paragraph of this Agreement;

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Canadian Prospectus Supplement means the most recent prospectus supplement to the Canadian Base Prospectus relating to the Shares filed by the Company with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws. As used herein, “Canadian Prospectus” means the Canadian Prospectus Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement or any Terms Agreement and filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus.

  • Pricing Prospectus means the Preliminary Prospectus, if any, and the Base Prospectus, each as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.

  • U.S. Base Prospectus has the meaning set forth in Section 1(b) hereof.

  • Basic Prospectus means the prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Date including any Preliminary Final Prospectus.

  • Canadian Prospectus means the Canadian Prospectus Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement and filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus;

  • Pre-Pricing Prospectus means the preliminary prospectus dated June 8, 2021 relating to the Securities in the form first furnished to the Underwriters for use in connection with the offering of the Securities.

  • Final Prospectus Supplement means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Preliminary Prospectus Supplement means any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus Supplement, together with the Base Prospectus.

  • 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.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • U.S. Preliminary Prospectus means the Canadian Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Initial Registration Statement as amended at such time, including the Documents Incorporated by Reference therein;

  • U.S. Final Prospectus means the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Registration Statement at the time it becomes effective, including the Documents Incorporated by Reference;