Prospectus Requirements Clause Samples
The Prospectus Requirements clause sets out the obligations for preparing and providing a prospectus when offering securities to potential investors. It typically details the information that must be included in the prospectus, such as financial statements, business descriptions, and risk factors, and may specify the timing and manner of its distribution. This clause ensures that investors receive comprehensive and accurate information to make informed decisions, thereby promoting transparency and compliance with regulatory standards.
Prospectus Requirements. Holder hereby covenants with the Company that he will promptly advise the Company of any changes in the information concerning Holder contained in a registration statement filed hereunder and that Holder will not make any sale of Registerable Securities pursuant to any registration statement without complying with the prospectus delivery requirements of the 1933 Act. Holder acknowledges that occasionally there may be times when the Company must temporarily suspend the use of the prospectus forming a part of any such registration statement until such time as an amendment to such registration statement has been filed by the Company and declared effective by the SEC, the relevant prospectus supplemented by the Company or until such time as the Company has filed an appropriate report with the SEC pursuant to the 1934 Act. During any period in which sales are suspended and upon notice of such suspension from the Company, Holder agrees not to sell any such Registerable Securities pursuant to any such prospectus. Holder covenants that he will not sell Registerable Securities pursuant to any such prospectus during the period commencing at the time at which the Company gives Holder notice of the suspension of the use of said prospectus and ending at the time the Company gives notice that Holder may thereafter effect sales pursuant to said prospectus.
Prospectus Requirements. Each Stockholder hereby covenants with ----------------------- Graphic that she will promptly advise Graphic of any changes in the information concerning such Stockholder contained in the Registration Statement and that each Stockholder will not make any sale of Graphic Stock pursuant to the Registration Statement without complying with the prospectus delivery requirements of the Act. Each Stockholder acknowledges that occasionally there may be times when Graphic must temporarily suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by Graphic and declared effective by the Commission, the relevant prospectus has been supplemented by Graphic or until such time as Graphic has filed an appropriate report with the Commission pursuant to the Securities Exchange Act of 1934, as amended. During any such period in which sales are suspended and upon reasonable prior notice of such suspension from Graphic, each Stockholder agrees not to sell any shares of Graphic Stock pursuant to any such prospectus; provided however that Graphic shall use its reasonable best efforts to file any required amendment, supplement, or report with the Commission within 30 days of such suspension. Each Stockholder covenants that she will not sell any shares pursuant to any prospectus during the period commencing at the time at which Graphic gives each Stockholder notice of the suspension of the use of a given prospectus and ending at the time Graphic gives notice that each Stockholder may thereafter effect sales pursuant to a given prospectus.
Prospectus Requirements. Without prejudice to Clause 9.3 hereof, the Subscriber further agrees and undertakes that it has not made and will not directly (re)sell, offer or transfer the Bonds to the public. For the purposes of the provision above, the expression an "offer of the Bonds to the public" means, in relation to any Bonds in any Member State of the EEA, the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide whether to purchase or subscribe for the Bonds.
Prospectus Requirements. Without prejudice to Clause 9.6 hereof, the Subscriber further agrees and under- takes that it has not made and will not directly (re)sell, offer or transfer the Bonds to the public.
Prospectus Requirements. The Agent will offer to sell or effect any sales of Flow- Through Shares to Purchasers in the Selling Jurisdictions in a manner that is exempt from the prospectus requirements under applicable Securities Laws of the Selling Jurisdictions.
Prospectus Requirements. 28 Section 7.4 Registration Rights, Etc................................... 29 Section 7.5 Indemnification............................................ 30 Section 7.6 Fees and Expenses of Registration.......................... 31 ARTICLE 8 INDEMNIFICATION.................................................. 31 Section 8.1 Definitions................................................ 31 Section 8.2 Indemnification of Acquisition and Graphic by the Stockholders............................................... 31 Section 8.3 Method of Asserting Claims................................. 32 Section 8.4 Payment.................................................... 34 Section 8.5 Arbitration................................................ 34
Prospectus Requirements. It is unlawful under section 85 FSMA for certain types of securities to be offered to the public in the UK or to request the admission of such securities to trading on a regulated market operating in the UK. However, it is lawful if an approved prospectus has been made available to the public before the offer or request is made.
Prospectus Requirements. Each Shareholder hereby covenants with the Company that it will promptly advise the Company of any changes in the information concerning each Shareholder contained in the registration statement or any other registration statement required by this Agreement and that such Shareholder will not make any sale of Registrable Securities pursuant to any registration statement without complying with the prospectus delivery requirements of the 1933 Act. Each Shareholder acknowledges that occasionally there may be times (as described in Section 1.2(b) hereof) when the Company must temporarily suspend the use of the prospectus forming a part of any such registration statement until such time as an amendment to such registration statement has been filed by the Company and declared effective by the SEC, the relevant prospectus supplemented by the Company or until such time as the Company has filed an appropriate report with the SEC pursuant to the 1934 Act. During any period in which sales are suspended, each Shareholder agrees not to sell any such Registrable Securities pursuant to any such prospectus.
Prospectus Requirements. Assuming the accuracy and compliance of the Purchasers’ representations, warranties and undertakings set forth in Sections 3.3 and 5.3, the issuance and allotment of the Shares by IAPL as contemplated hereby are not subject to a prospectus registration requirement under the Securities and Futures Act. The Purchasers each acknowledge and agree that IAPL does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those set forth in this Agreement and in the other Transaction Documents required to be executed by IAPL in connection with this Agreement .
Prospectus Requirements. The Company shall notify each Seller whose shares are registered on a Registration Statement at any time when a prospectus relating to any Registrable Securities covered by such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and promptly file such amendments and supplements as may be necessary so that, as thereafter delivered to such Sellers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and use its best efforts to cause each such amendment and supplement to become effective.