Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 198 contracts
Samples: Underwriting Agreement (SeqLL, Inc.), Underwriting Agreement (Elate Group, Inc.), Underwriting Agreement (Elate Group, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 177 contracts
Samples: Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (IB Acquisition Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 86 contracts
Samples: Underwriting Agreement (GP-Act III Acquisition Corp.), Underwriting Agreement (GP-Act III Acquisition Corp.), Underwriting Agreement (Integrated Energy Transition Acquisition Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 75 contracts
Samples: Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger II Corp.), Underwriting Agreement (FG Merger Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its reasonable best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 53 contracts
Samples: Underwriting Agreement (Peraso Inc.), Underwriting Agreement (Peraso Inc.), Underwriting Agreement (Peraso Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 44 contracts
Samples: Warrant Agreement (Spark I Acquisition Corp), Warrant Agreement (Spark I Acquisition Corp), Warrant Agreement (Inflection Point Acquisition Corp. II)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 43 contracts
Samples: Underwriting Agreement (Key Mining Corp.), Underwriting Agreement (Scripps Safe, Inc.), Underwriting Agreement (Modular Medical, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 42 contracts
Samples: Underwriting Agreement (Legato Merger Corp. III), Underwriting Agreement (Legato Merger Corp. III), Underwriting Agreement (Colombier Acquisition Corp. Ii)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 33 contracts
Samples: Underwriting Agreement (Med-X, Inc.), Underwriting Agreement (Med-X, Inc.), Underwriting Agreement (Innovation Beverage Group LTD)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 27 contracts
Samples: Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Biomerica Inc), Underwriting Agreement (BIT ORIGIN LTD)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 17 contracts
Samples: Underwriting Agreement (NeoVolta Inc.), Warrant Agency Agreement (Aclarion, Inc.), Underwriting Agreement (SOS Hydration Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 16 contracts
Samples: Underwriting Agreement (Fintech Acquisition Corp. II), Underwriting Agreement (Fintech Acquisition Corp. II), Underwriting Agreement (Electrum Special Acquisition Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 13 contracts
Samples: Underwriting Agreement (Haymaker Acquisition Corp. 4), Underwriting Agreement (Haymaker Acquisition Corp. 4), Underwriting Agreement (Riverview Acquisition Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 12 contracts
Samples: Underwriting Agreement (C5 Acquisition Corp), Underwriting Agreement (C5 Acquisition Corp), Underwriting Agreement (Virtuoso Acquisition Corp. 2)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or reasonable opinion of counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly (or if such opinion is of counsel for the Underwriters, the Underwriters shall promptly notify the Company) and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 9 contracts
Samples: Underwriting Agreement (CombiMatrix Corp), Underwriting Agreement (Mandalay Digital Group, Inc.), Underwriting Agreement (CombiMatrix Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 8 contracts
Samples: Underwriting Agreement (ENDRA Life Sciences Inc.), Underwriting Agreement (Nuvve Holding Corp.), Underwriting Agreement (Societal CDMO, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Underwriter promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 8 contracts
Samples: Underwriting Agreement (M III Acquisition Corp.), Underwriting Agreement (PMV Acquisition Corp.), Underwriting Agreement (JM Global Holding Co)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its reasonable best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 7 contracts
Samples: Underwriting Agreement (Milestone Scientific Inc.), Underwriting Agreement (Hoth Therapeutics, Inc.), Underwriting Agreement (Helius Medical Technologies, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 7 contracts
Samples: Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for to the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 6 contracts
Samples: Underwriting Agreement (Global Robotic Drone Acquisition Corp.), Underwriting Agreement (Technology & Telecommunication Acquisition Corp), Underwriting Agreement (Technology & Telecommunication Acquisition Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 6 contracts
Samples: Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (M3-Brigade Acquisition III Corp.), Underwriting Agreement (M3-Brigade Acquisition III Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 6 contracts
Samples: Underwriting Agreement (Pivotal Acquisition Corp), Underwriting Agreement (Pivotal Acquisition Corp), Underwriting Agreement (Mudrick Capital Acquisition Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Underwriter promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 6 contracts
Samples: Underwriting Agreement (BiondVax Pharmaceuticals Ltd.), Underwriting Agreement (BiondVax Pharmaceuticals Ltd.), Underwriting Agreement (Tantech Holdings LTD)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 6 contracts
Samples: Warrant Agency Agreement (DelMar Pharmaceuticals, Inc.), Underwriting Agreement (DelMar Pharmaceuticals, Inc.), Underwriting Agreement (Cel Sci Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 5 contracts
Samples: Underwriting Agreement (Sanaby Health Acquisition Corp. I), Underwriting Agreement (Sanaby Health Acquisition Corp. I), Underwriting Agreement (EG Acquisition Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 5 contracts
Samples: Underwriting Agreement (Paltalk, Inc.), Underwriting Agreement (Paltalk, Inc.), Underwriting Agreement (Paltalk, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentatives, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify each of the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 5 contracts
Samples: Underwriting Agreement (Hawks Acquisition Corp), Underwriting Agreement (Hawks Acquisition Corp), Underwriting Agreement (Hawks Acquisition Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 4 contracts
Samples: Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.), Underwriting Agreement (Haymaker Acquisition Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersEGS, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 4 contracts
Samples: Underwriting Agreement (Focus Universal Inc.), Underwriting Agreement (Powerbridge Technologies Co., Ltd.), Underwriting Agreement (Powerbridge Technologies Co., Ltd.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 4 contracts
Samples: Underwriting Agreement (KBL Merger Corp. Iv), Underwriting Agreement (KBL Merger Corp. Iv), Underwriting Agreement (KBL Merger Corp. Iv)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Prospectus, but not to exceed 25 days after the Effective Date. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or and counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Underwriter promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 4 contracts
Samples: Underwriting Agreement (Dais Analytic Corp), Underwriting Agreement (Dais Analytic Corp), Underwriting Agreement (Dais Analytic Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly (or if such opinion is of counsel for the Underwriters, the Underwriters shall promptly notify the Company, or the counsel for the Underwriters shall promptly notify counsel for the Company) and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 4 contracts
Samples: Underwriting Agreement (AMEDICA Corp), Underwriting Agreement (AMEDICA Corp), Underwriting Agreement (AMEDICA Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best all commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 4 contracts
Samples: Underwriting Agreement (Henley Park Acquisition Corp.), Underwriting Agreement (G3 VRM Acquisition Corp.), Underwriting Agreement (G3 VRM Acquisition Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 4 contracts
Samples: Underwriting Agreement (Eureka Acquisition Corp), Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp)
Compliance. During the time when a Prospectus Supplement is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the ProspectusProspectus Supplement. If at any time when a Prospectus Supplement relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus Supplement to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Contango ORE, Inc.), Underwriting Agreement (Beam Global), Dolphin Entertainment, Inc.
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 4.01 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Bright Green Corp), Underwriting Agreement (AppTech Payments Corp.), Underwriting Agreement (AppTech Payments Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Ceres, Inc.), Underwriting Agreement (Ceres, Inc.), Underwriting Agreement (Ceres, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Arch Therapeutics, Inc.), Underwriting Agreement (BT Brands, Inc.), Underwriting Agreement (BT Brands, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will shall use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder Securities Act Regulations and the Exchange Act and the rules and regulations thereunderExchange Act Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Toughbuilt Industries, Inc), Underwriting Agreement (Toughbuilt Industries, Inc), Underwriting Agreement (Toughbuilt Industries, Inc)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.)
Compliance. During the time when a Prospectus Supplement is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the ProspectusProspectus Supplement. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the ProspectusProspectus Supplement, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus Supplement to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Vuzix Corp), Underwriting Agreement (Anixa Biosciences Inc), Diffusion Pharmaceuticals Inc.
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersEGS, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Loha Co. LTD), Underwriting Agreement (Loha Co. Ltd.), Underwriting Agreement (Painreform Ltd.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the parties will notify each other promptly and the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (RXi Pharmaceuticals Corp), Underwriting Agreement (RXi Pharmaceuticals Corp), Underwriting Agreement (RXi Pharmaceuticals Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or in the reasonable opinion of counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Cyclo Therapeutics, Inc.), Cyclo Therapeutics, Inc.
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 4.2 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Lock Up Agreement (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Underwriter promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Haymaker Acquisition Corp. II), Underwriting Agreement (Haymaker Acquisition Corp. II)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I), Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best all reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Acquicor Technology Inc), Underwriting Agreement (Acquicor Technology Inc)
Compliance. During the time when a Prospectus prospectus is required to be delivered under the Securities Act, the Company will use its best all reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Sale Preliminary Prospectus and the Prospectus, as then amended or supplemented, supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time during such period to amend the Registration Statement or amend or supplement the Sale Preliminary Prospectus and Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment to the Registration Statement or amendment or supplement in accordance with Section 10 to the Sale Preliminary Prospectus and Prospectus (at the expense of the Securities ActCompany) so as to correct such statement or omission or effect such compliance.
Appears in 2 contracts
Samples: Underwriting Agreement (Korea Milestone Acquisition CORP), Underwriting Agreement (Korea Milestone Acquisition CORP)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best all reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time during such period to amend the Registration Statement or amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment to the Registration Statement or amendment or supplement in accordance with Section 10 to the Prospectus (at the expense of the Securities ActCompany) so as to correct such statement or omission or effect such compliance.
Appears in 2 contracts
Samples: Underwriting Agreement (Megalith Financial Acquisition Corp), Underwriting Agreement (Megalith Financial Acquisition Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or the reasonable opinion of counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly (or if such opinion is of counsel for the Underwriters, the Underwriters shall promptly notify the Company) and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (AMEDICA Corp), Underwriting Agreement (AMEDICA Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Alpha Healthcare Acquisition Corp Iii), Underwriting Agreement (Alpha Healthcare Acquisition Corp Iii)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Avino Silver & Gold Mines LTD), Underwriting Agreement (Avino Silver & Gold Mines LTD)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof hereof, the Sale Preliminary Prospectus, and the Prospectus. If If, at any time when a Prospectus prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, Prospectus as then amended or supplemented, supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Longevity Acquisition Corp), Underwriting Agreement (Longevity Acquisition Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Kidpik Corp.), Underwriting Agreement (Kidpik Corp.)
Compliance. During the time when a Prospectus prospectus is required to be delivered under the Securities Act, the Company will use its reasonable best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the ProspectusProspectus Supplement. If at any time when a Prospectus prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the ProspectusProspectus Supplement, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus Supplement to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Torchlight Energy Resources Inc), Underwriting Agreement (Sachem Capital Corp.)
Compliance. During the time when a the Prospectus Supplement is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus Supplement relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the ProspectusProspectus Supplement, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus Supplement to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (IsoRay, Inc.), Underwriting Agreement (IsoRay, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (SHENGFENG DEVELOPMENT LTD), SHENGFENG DEVELOPMENT LTD
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersSelling Agentβs counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Selling Agent promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Subscription Agreement (Alliance MMA, Inc.), Subscription Agreement (Alliance MMA, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best all reasonable efforts to comply with all requirements imposed upon it by the Act, the Regulations, the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the rules and regulations thereunder and under the Exchange Act and the rules and regulations thereunderAct, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Shares is required to be delivered under the Securities Act, Act any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus or to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Take to Auction Com Inc), Underwriting Agreement (Shochet Holding Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Future Health ESG Corp.), Underwriting Agreement (Future Health ESG Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentatives, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Pivotal Investment Corp II), Underwriting Agreement (Pivotal Investment Corp II)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Closing Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Closing Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Cellectar Biosciences, Inc.), Underwriting Agreement (Beam Global)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Final Prospectus. If at any time when a Final Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Final Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 2 contracts
Samples: Underwriting Agreement (Medical Transcription Billing, Corp), Underwriting Agreement (Medical Transcription Billing, Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Underwriter promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities ActAct and (if and to the extent required by the ASX Listing Rules) publish an announcement of the same on ASX.
Appears in 1 contract
Samples: Underwriting Agreement (CardieX LTD)
Compliance. During the time when a Prospectus prospectus is required to be delivered under the Securities Act, the Company will use its best all reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Sale Preliminary Prospectus or the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Sale Preliminary Prospectus or the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a the Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Battery Future Acquisition Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its commercially reasonable best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities ActAct so far as necessary to permit the continuance of sales of or dealings in the Securities, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Capstone Green Energy Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, het. the Company Comoany will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3,1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Industrial Human Capital, Inc.)
Compliance. During the time when a Prospectus Supplement is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the ProspectusProspectus Supplement. If at any time when a Prospectus Supplement relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus Supplement to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: GREENPOWER MOTOR Co INC.
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or in the reasonable opinion of counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its reasonable best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Cyclacel Pharmaceuticals, Inc.
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Registration Statement, the Pricing Prospectus and the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Underwriter promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersBPLLC, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Huadi International Group Co., Ltd.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentatives, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Counter Press Acquisition Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations and the Exchange Act and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Registered Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Registered Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (CF Finance Acquisition Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel couns el for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (M3-Brigade Acquisition II Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its reasonable best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Endeavor Acquisition Corp.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersUnderwriter, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Underwriter promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its reasonable best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a the Prospectus Supplement is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Closing Securities in accordance with the provisions hereof and the Base Prospectus. If at any time when a Prospectus Supplement relating to the Closing Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the ProspectusProspectus Supplement, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus Supplement to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representatives promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Chenghe Acquisition II Co.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly (or if such opinion is of counsel for the Underwriters, the Underwriters shall promptly notify the Company, or the counsel for the Underwriters shall promptly notify counsel for the Company) and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act. (b) Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission pursuant to the requirements of Rule 424. (c) Exchange Act Registration. For a period of two years from the Execution Date, the Company will use its reasonable best efforts to maintain the registration of the Common Stock under the Exchange Act. The Company will not deregister the Common Stock under the Exchange Act without the prior written consent of the Representative, subject to the exercise of fiduciary responsibilities.
Appears in 1 contract
Samples: Yield10 Bioscience, Inc.
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its [reasonable] best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Diffusion Pharmaceuticals Inc.)
Compliance. During the time when a Prospectus prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Offered Securities in accordance with the provisions hereof and the Final Prospectus. If at any time when a Final Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Final Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Final Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Lock Up Agreement (Medical Transcription Billing, Corp)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its reasonable best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Public Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Public Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Salarius Pharmaceuticals, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Offered Units in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Offered Units is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.. β
Appears in 1 contract
Samples: Underwriting Agreement (China Xiangtai Food Co., Ltd.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the ProspectusProspectus Supplement. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly (or if such opinion is of counsel for the Underwriters, the Underwriters shall promptly notify the Company, or the counsel for the Underwriters shall promptly notify counsel for the Company) and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Interpace Diagnostics Group, Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its commercially reasonable best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersPlacement Agents, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Placement Agents promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Placement Agency Agreement (Poet Technologies Inc.)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or reasonable opinion of counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly (or if such opinion is of counsel for the Underwriters, the Underwriters shall promptly notify the Company) and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities Shares in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities Shares is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best all reasonable efforts to comply with all requirements imposed upon it by the Securities Act Act, the Regulations and the rules Securities Exchange Act of 1934, as amended ("Exchange Act") and by the regulations thereunder and under the Exchange Act and the rules and regulations thereunderAct, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, Act any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersRepresentative, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Global Telecommunication Solutions Inc)
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities ActAct and publish an announcement of the same on ASX.
Appears in 1 contract
Samples: Advanced Human Imaging LTD
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.the
Appears in 1 contract
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the UnderwritersPlacement Agent, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Placement Agent promptly and prepare and file with the Commission, subject to Section 4.1 B.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Nemaura Medical Inc.
Compliance. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and Act, the rules and regulations thereunder Regulations, and the Exchange Act Act, and by the rules and regulations thereunderunder the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company will notify the Underwriters Representative promptly and prepare and file with the Commission, subject to Section 4.1 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Semper Paratus Acquisition Corp)
