Schedule 14D-1 definition

Schedule 14D-1 has the meaning assigned thereto in Section 1.3.
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Schedule 14D-1 shall have the meaning set forth in Section 2.1(b).
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Schedule 14D-1 shall have the meaning set forth in the first Whereas clause of this Agreement.
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Examples of Schedule 14D-1 in a sentence

  • Information contained in the Schedule 14D-1 as hereby amended and supplemented with respect to Comcast, Liberty, TCI and the Purchaser and their respective executive officers, directors and controlling persons is given solely by such person, and no other person has responsibility for the accuracy or completeness of information supplied by such other persons.

  • Capitalized terms used but not defined herein have the meaning assigned to them in the Offer to Purchase and the Schedule 14D-1.

  • At its meeting on 19 January 2006 Full Council agreed to establish a Conciliation Committee to provide a conciliation, mediation or arbitration function aimed at resolving areas of disagreement between the Council and its recognised trade unions.

  • Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 14D-1.

  • The Schedule 14D-1 was initially filed with the Securities and Exchange Commission on September 25, 1998.

  • Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-1 and the Offer to Purchase, which is attached as Exhibit (a)(1) to the Schedule 14D-1.

  • Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement and the Schedule 14D-1.

  • Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1.

  • Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Offer to Purchase, the First Supplement or the Schedule 14D-1.

  • All capitalized terms set forth herein which are not otherwise defined herein shall have the same meanings as ascribed thereto in the Offer to Purchase, dated January 12, 1996 (which is attached as Exhibit (a)(9) to the Schedule 14D-1 (the "Offer to Purchase")).


More Definitions of Schedule 14D-1

Schedule 14D-1 means the schedule 14D-1 as prescribed by the Securities and Exchange Commission or such other form pertaining to disclosures in tender offers as the commissioner by regulation, rule or order may designate.
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Schedule 14D-1 shall have the meaning set forth in Section 1.1(b) hereof. -------------- "Schedule 14D-9" shall have the meaning set forth in Section 1.2(b) hereof. --------------
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Schedule 14D-1 shall have the meaning set forth in Section 1.1(b). "Schedule 14D-9" shall have the meaning set forth in Section 1.2(b). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder. "Shares" shall have the meaning set forth in the second Whereas provision of this Agreement. "Standstill Agreement" means the Standstill Agreement by and between EM Industries, Incorporated and the Company, dated as of February 27, 1995, as amended by Amendment No. 1 to the Standstill Agreement, dated September 15, 1995, by and among EM Industries, Incorporated, Parent and the Company. "Shareholders Agreement" shall have the meaning set forth in the fifth Whereas provision of this Agreement. "Shareholders Meeting" shall have the meaning set forth in Section 7.1(a). "Sub" shall have the meaning set forth in the introductory paragraph of this Agreement. "Subsidiary" or "Subsidiary" of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. "Surviving Corporation" shall have the meaning set forth in Section 2.1. "Takeover Proposal" shall have the meaning set forth in Section 6.2(a). "Tax" shall have the meaning set forth in Section 4.12(f). "Tax Return" shall have the meaning set forth in Section 4.12(f). "Transfer Taxes" shall have the meaning set forth in Section 7.5. "Unaffiliated Directors" shall have the meaning set forth in the Standstill Agreement. "Written Opinion" shall have the meaning set forth in Section 6.2(b). Section 10.4.
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Schedule 14D-1 shall have the meaning assigned to it in Section 3.3. of this Agreement.
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Schedule 14D-1 shall have the meaning assigned to such term in Section 1.1.2 "Schedule 14D-9" shall have the meaning assigned to such term in Section 1.2.2
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Related to Schedule 14D-1

  • Schedule 14D-9 has the meaning set forth in Section 1.02(a).

  • Schedule 13E-3 has the meaning specified in Section 4.2(a).

  • Schedule TO shall have the meaning set forth in Section 2.1(b).

  • Information Statement has the meaning set forth in Section 6.6.

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • Offer Documents shall have the meaning set forth in Section 2.1(b).

  • Proxy Statement has the meaning set forth in Section 6.03(a).

  • Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

  • Form 10 means the registration statement on Form 10 filed by SpinCo with the Commission to effect the registration of SpinCo Common Stock pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

  • Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.1(a).

  • Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

  • Joint Proxy Statement shall have the meaning set forth in Section 6.3(a).

  • SEC means the Securities and Exchange Commission.

  • Form S-4 has the meaning set forth in Section 6.5(a).

  • Consent Solicitation Statement means the consent solicitation statement issued on June 15, 2020 by Odebrecht Engenharia e Construção S.A., among others.

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • Company SEC Documents has the meaning set forth in Section 3.5(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.

  • 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.

  • Disclosure Time means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

  • Prospectus Rules means the Prospectus Rules published by the Financial Conduct Authority;

  • Parent Reports has the meaning set forth in Section 4.5(a).

  • Form N-2 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the Commission.

  • Offer Document means an offer document dispatched to shareholders of the Target setting out in full the terms and conditions of an Offer.

  • Current Report shall have the meaning assigned to such term in Section 2.3.

  • Other Filings has the meaning set forth in Section 6.8(a).