Common use of Compliance with Securities Act and 10b-5 Representation Clause in Contracts

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act), complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Appears in 5 contracts

Samples: Underwriting Agreement (Akers Biosciences Inc), Underwriting Agreement (Ritter Pharmaceuticals Inc), Underwriting Agreement (Cocrystal Pharma, Inc.)

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Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including effective, at the date of this Agreement and at the Closing Date and each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act)Option Closing Date, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, at the date of this Agreement and at the Closing Date and each Option Closing Date, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters Underwriter for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Appears in 3 contracts

Samples: Underwriting Agreement (Workhorse Group Inc.), Underwriting Agreement (RumbleON, Inc.), Underwriting Agreement (Myomo Inc)

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective effective, at the date hereof and at the Closing Date and on each Option Closing Date (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Actif any), complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.T promulgated by the Commission.

Appears in 3 contracts

Samples: Underwriting Agreement (Oasmia Pharmaceutical AB), Underwriting Agreement (Oasmia Pharmaceutical AB), Underwriting Agreement (Oasmia Pharmaceutical AB)

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act)effective, complied in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”). Each Preliminary Prospectus, including the Base Prospectus prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, complied or and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters Underwriter for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Appears in 2 contracts

Samples: Underwriting Agreement (Nano Dimension Ltd.), Underwriting Agreement (Nano Dimension Ltd.)

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including effective, at the date of this Agreement and at the Closing Date and each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act)Option Closing Date, if any, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the CommissionCommission at the date of this Agreement, and at the Closing Date and each Option Closing Date, if any, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Appears in 2 contracts

Samples: Underwriting Agreement (LMP Automotive Holdings, Inc.), Underwriting Agreement (LMP Automotive Holdings, Inc.)

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act), complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each it was filed or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Appears in 2 contracts

Samples: Underwriting Agreement (New Age Beverages Corp), Underwriting Agreement (ONCOSEC MEDICAL Inc)

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including effective, at the date of this Agreement and at the Closing Date and each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act)Option Closing Date, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, at the date of this Agreement and at the Closing Date and each Option Closing Date, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Appears in 2 contracts

Samples: Underwriting Agreement (RumbleON, Inc.), Underwriting Agreement (RumbleON, Inc.)

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Compliance with Securities Act and 10b-5 Representation. (i) The Company met the requirements for the use of Form F-1 under the Securities Act at the time the Registration Statement was filed. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act)effective, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Appears in 2 contracts

Samples: Underwriting Agreement (Top Ships Inc.), Underwriting Agreement (Top Ships Inc.)

Compliance with Securities Act and 10b-5 Representation. (i) The Company met the requirements for the use of Form S-11 under the Securities Act at the time the Registration Statement was filed. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act)effective, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

Appears in 1 contract

Samples: Underwriting Agreement (Manhattan Bridge Capital, Inc)

Compliance with Securities Act and 10b-5 Representation. (i) Each i)Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters Underwriter pursuant to Rule 430B or otherwise under the Securities Act), ) complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, at the date of this Agreement and at the Closing Date and each Option Closing Date, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters Underwriter for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Appears in 1 contract

Samples: Underwriting Agreement (Biostage, Inc.)

Compliance with Securities Act and 10b-5 Representation. (i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act), complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the Base Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXXXXXXX, except to the extent permitted by Regulation S-T.

Appears in 1 contract

Samples: Underwriting Agreement (Meridian Waste Solutions, Inc.)

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