Common use of Contents of Registration Statement Clause in Contracts

Contents of Registration Statement. The Registration Statement complied when it became effective, complies, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Information (as defined in Section 7 hereof).

Appears in 3 contracts

Samples: Placement Agency Agreement (Accelerize Inc.), Placement Agency Agreement (Marathon Patent Group, Inc.), Securities Purchase Agreement (NXT-Id, Inc.)

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Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Securities (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (cSection 2(c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Placement AgentUnderwriter’s Information (as defined in Section 7 hereof)Information.

Appears in 3 contracts

Samples: Underwriting Agreement (Delcath Systems, Inc.), Underwriting Agreement (Delcath Systems, Inc.), Underwriting Agreement (Delcath Systems, Inc.)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Securities (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (c) paragraph with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Information (as defined in Section 7 hereof).

Appears in 3 contracts

Samples: Placement Agency Agreement (Delcath Systems Inc), Placement Agency Agreement (MDRNA, Inc.), Placement Agency Agreement (MDRNA, Inc.)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Agents specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Agents’ Information (as defined in Section 7 hereof).

Appears in 2 contracts

Samples: Placement Agency Agreement (Headwaters Inc), Northern Oil & Gas, Inc.

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Securities (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and RegulationsAct; the Registration Statement did not, as of at the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (cSection 2(c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Agent Information (as defined in Section 7 hereof).

Appears in 2 contracts

Samples: Placement Agency Agreement (Delcath Systems, Inc.), Placement Agency Agreement (Delcath Systems, Inc.)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Units (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Canaccord specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Information (as defined in Section 7 hereof).

Appears in 2 contracts

Samples: Placement Agency Agreement (Hudson Technologies Inc /Ny), Placement Agency Agreement (American Dg Energy Inc)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares the Securities (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (cSection 2(c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Placement AgentUnderwriter’s Information (as defined in Section 7 17 hereof).

Appears in 2 contracts

Samples: Underwriting Agreement (ClearSign Technologies Corp), Underwriting Agreement (Clearsign Combustion Corp)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Units (the "Prospectus Delivery Period"), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s 's Information (as defined in Section 7 hereof).

Appears in 2 contracts

Samples: Placement Agency Agreement (Magnum Hunter Resources Corp), Placement Agency Agreement (Magnum Hunter Resources Corp)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Underwriters specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Underwriters’ Information (as defined in Section 7 14 hereof).

Appears in 2 contracts

Samples: Underwriting Agreement (Northern Oil & Gas, Inc.), Underwriting Agreement (Northern Oil & Gas, Inc.)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Agents specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Agents’ Information (as defined in Section 7 hereof).

Appears in 2 contracts

Samples: Placement Agency Agreement (BPZ Resources, Inc.), Placement Agency Agreement (Fuelcell Energy Inc)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Units (the "Prospectus Delivery Period"), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Agents specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Agents' Information (as defined in Section 7 hereof).

Appears in 1 contract

Samples: Placement Agency Agreement (Houston American Energy Corp)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, complied or will comply at the Time of Sale and will comply at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the "Prospectus Delivery Period"), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s 's Information (as defined in Section 7 hereof).

Appears in 1 contract

Samples: Placement Agency Agreement (Fx Energy Inc)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Securities (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (cSection 2(c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Placement AgentUnderwriter’s Information (as defined in Section 7 17 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Delcath Systems, Inc.)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Stock (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (cSection 2(c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Representative on behalf of the Underwriters specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Underwriters’ Information (as defined in Section 7 17 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Delcath Systems Inc)

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Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, complied or will comply at the Time of Sale and will comply at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the a Placement Agent specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Agents’ Information (as defined in Section 7 hereof).

Appears in 1 contract

Samples: Placement Agency Agreement (Transatlantic Petroleum Ltd.)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Stock (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (cSection 2(c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Placement AgentUnderwriter’s Information (as defined in Section 7 16 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Delcath Systems Inc)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, complied or will comply at the each Time of Sale and will comply at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Units (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Information (as defined in Section 7 hereof).

Appears in 1 contract

Samples: Placement Agency Agreement (Far East Energy Corp)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that the Company makes no representation or warranty in this subsection (c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company and/or the Selling Stockholder by the Placement Agent Canaccord specifically for inclusion therein, which information the parties hereto agree is limited to the Placement AgentCanaccord’s Information (as defined in Section 7 9 hereof).

Appears in 1 contract

Samples: Placement Agency Agreement (KMG Chemicals Inc)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Securities (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (c) paragraph with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the each Placement Agent specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Agents’ Information (as defined in Section 7 hereof).

Appears in 1 contract

Samples: Placement Agency Agreement (Delcath Systems Inc)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Stock (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (cSection 2(c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Underwriters specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Underwriters’ Information (as defined in Section 7 17 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Tranzyme Inc)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Stock (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (cSection 2(c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Placement AgentUnderwriter’s Information (as defined in Section 7 17 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Mela Sciences, Inc. /Ny)

Contents of Registration Statement. The Registration Statement complied when it became effective, compliescomplies as of the date hereof and, as amended or supplemented, at the Time of Sale and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares Securities (the “Prospectus Delivery Period”), will comply, in all material respects, with the requirements of the Securities Act and the Rules and Regulations; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided , provided, that the Company makes no representation or warranty in this subsection (cSection 2(c) with respect to statements in or omissions from the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent Underwriters specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agent’s Underwriters’ Information (as defined in Section 7 17 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Delcath Systems Inc)

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