Business Combination Registration Statement definition

Business Combination Registration Statement means the post-effective amendment to the Registration Statement (or such other registration statement under the securities laws) filed with the Commission following entry into a Definitive Agreement, including any subsequent amendments thereto, which will contain a prospectus with information regarding the proposed Business Combination and which will be distributed to SPAR holders in accordance with applicable Law after it has been declared effective.
View Source
Business Combination Registration Statement means a registration statement on Form S-4 filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for the purpose of registering Shares (as defined in the Subscription Agreement) to be issued in connection with the Transaction.
View Source

Examples of Business Combination Registration Statement in a sentence

  • Except as disclosed in the Business Combination Registration Statement, the Company, SPAC and each of their respective Subsidiaries is in compliance with any and all applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

  • Since the date of the Company’s most recent audited financial statements contained in the Business Combination Registration Statement, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business.

  • Since the date of the Company’s and SPAC’s most recent audited financial statements contained in the Business Combination Registration Statement, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company, SPAC or any of their respective Subsidiaries.

  • Since the date of the Company’s most recent audited financial statements contained in the Business Combination Registration Statement, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries.

  • Since the date of the Company’s and SPAC’s most recent audited financial statements contained in a Business Combination Registration Statement, neither the Company, nor SPAC, nor any of their respective Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business.

  • During the Disclosure Period, the Company will (i) file and use its commercially reasonable efforts to have declared effective by the Commission the Business Combination Registration Statement, (ii) use its commercially reasonable efforts to cause the Disclosure Period Closing Conditions to be satisfied and (iii) after receipt of DTC Eligibility Approval and Listing Approval, mail or otherwise transmit the Business Combination Registration Statement to SPAR holders pursuant to applicable Law.

  • As used herein, “Disclosure Period” means the period beginning upon the execution and announcement of a Definitive Agreement and ending immediately prior to the SPAR Holder Election Period, during which period the Company will publicly announce the Final Exercise Price per Public Share, file with the Commission the Business Combination Registration Statement and respond to the Commission’s comments, if any, thereon, and seek the satisfaction of all Disclosure Period Closing Conditions.

  • During the Disclosure Period (and for the avoidance of doubt, prior to the Business Combination Registration Statement being declared effective by the Commission), the Company will apply, pursuant to DTC’s customary procedures (the “DTC Eligibility Application”), for the SPARs to be approved as a DTC eligible security able to be settled and cleared through DTC from and after the DTC Mandatory Reorganization (as defined below) (“DTC Eligibility Approval”).

  • If a Business Combination is abandoned during the Disclosure Period, the Company will terminate the Definitive Agreement, withdraw the Business Combination Registration Statement (if filed), and continue to search for a Business Combination.

  • Since the date of the Company’s most recent audited financial statements contained in the Business Combination Registration Statement, there has been no Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

Related to Business Combination Registration Statement

  • 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.

  • 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.

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

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

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