“Merger Lock-Up Agreement” means that certain Lock-Up Agreement dated as of the date hereof, as may be amended, among the Company, WAPA, Cine, the parties identified as the IM Investors, the Cine Investors and the Azteca Investors therein and attached as Exhibit C to the Merger Agreement. “Mergers” has the meaning set forth in Recitals.
For a discussion of the lock-up agreements, please see the section titled “Agreements Related to the Merger—Lock -Up Agreements.” Q: Why are the two companies proposing to merge? A: The Privateer Board and Privateer’s management regularly review Privateer’s operating and strategic plans in an effort to enhance stockholder value. These …
A reverse merger is the most common alternative to an initial public offering (IPO) or direct public offering (DPO) for a company seeking to go public. A reverse merger allows a privately held company to go public by acquiring a controlling interest in, and merging with, a public operating or public shell company. The SEC defines a shell company as a publically traded company with (1) no …
“ Merger Lock -Up … postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists , and (ii) in case a Registration Statement has …
2/17/2006 · Disney has agreed to file , no later than the day the merger is completed, a registration statement on Form S-8 with the SEC to register the sale of shares of Disney common stock issuable in connection with the assumed options, and to cause the registration statement to become and remain effective until the later of (i) the date on which all …
Commission File No. 001-10171 . KonaTel, Inc. (Name of Small Business Issuer in its Charter) Delaware : … (see the headings “Apeiron Systems Merger Shareholders Voting Agreement” and “Apeiron Systems Merger Lock -Up/Leak-Out Agreement” of Part III, Item 12, hereof, for a summary of these executed and delivered agreements …
AmpliPhi will file with the SEC, promptly, but no later than thirty calendar days after the effective time of the Merger, a registration statement on Form S-8, if available for use by AmpliPhi …
(q) to the extent the Company is a well-known seasoned issuer (within the meaning of Rule 405 under the 1933 Act) at the time any Request Notice is submitted to the Company pursuant to Section 2.03 which requests that the Company file an automatic shelf registration statement (as defined in Rule 405 under the 1933 Act) (an “automatic shelf …
(a) The Company and each of its Company Subsidiaries: (i) have duly and timely filed (taking into account any extension of time within which to file ) all material Tax Returns they are required to file as of the date hereof and all such filed Tax Returns are complete and accurate in all material respects; (ii) have timely paid all Taxes that are …
