Prospectus Requirements Sample Clauses

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.
Sample 1Sample 2Sample 3See All (19)
Prospectus Requirements. Each Litho Stockholder hereby ----------------------- covenants with Graphic that he will promptly advise Graphic of any changes in the information concerning such Litho Stockholder contained in the Registration Statement and that neither Litho Stockholder will make any sale of the Stock Consideration pursuant to the Registration Statement without complying with the prospectus delivery requirements of the Act. Each Litho 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, an act which Graphic agrees to diligently pursue. During any such period in which sales are suspended and upon reasonable prior notice of such suspension from Graphic, each Litho Stockholder agrees not to sell any shares of the Stock Consideration 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 and to diligently pursue approval. Each Litho Stockholder covenants that they will not sell any shares pursuant to any prospectus during the period commencing at the time at which Graphic gives each Litho Stockholder notice of the suspension of the use of a given prospectus and ending at the time Graphic gives notice that each Litho Stockholder may thereafter effect sales pursuant to a given prospectus.
Sample 1
Prospectus Requirements. 57. 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.
Sample 1
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
Sample 1
Prospectus Requirements. 18 Section 7.4 Registration Rights, Etc. .................................... 18 Section 7.5 Indemnification............................................... 19 Section 7.6 Fees and Expenses of Registration............................. 20 ARTICLE 8 INDEMNIFICATION............................................... 20 Section 8.1 Definitions................................................... 20 Section 8.2 Indemnification of Purchaser and Graphic by Seller............ 21 Section 8.3 Method of Asserting Claims, Etc. ............................. 21 Section 8.4 Payment....................................................... 23 Section 8.5 Arbitration................................................... 23 ARTICLE 9
Sample 1
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.
Sample 1
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 .
Sample 1
Prospectus Requirements. The Company shall be obligated to cause any effective prospectus included in the Registration Statement filed by the Company pursuant to Section 1 to meet the requirements of Section 10 of the 1933 Act until the expiration of a period of 180 days from the date on which the Executive was first able to sell Shares pursuant to such Registration Statement; provided, however, that if as a result of deferrals of the filing and/or the effective date of such Registration Statement occurring pursuant to subsection (2)(b) or (c), the aggregate period for which the Executive was able to offer and sell his Shares pursuant to such Registration Statement would be reduced to less than 180 days, then the Company shall take such action as may be necessary to enable the Executive to continue such offer and sale for an additional period or periods sufficient to produce any aggregate offering period of 180 days unless the expiration date should have occurred within such 180 day period.
Sample 1
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.
Sample 1

Related to Prospectus Requirements

  • Compliance with Prospectus Delivery Requirements The Company shall have complied with the provisions of Sections 2(g) and 3(e) hereof with respect to the furnishing of Prospectuses.

  • Amendments and Supplements to the Registration Statement, Disclosure Package and Prospectus and Other Securities Act Matters If, during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated or deemed to be incorporated by reference in the Disclosure Package or the Prospectus, in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if, in the reasonable judgment of the Ventas Entities or their counsel, it is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated or deemed to be incorporated by reference in the Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with applicable law, including in connection with the delivery of the Prospectus, the Ventas Entities agree to (i) notify the Representatives of any such event or condition and (ii) upon reasonable notice to the Representatives and subject to Section 3(a) hereof, promptly prepare and file with the Commission (and use their commercially reasonable efforts to have any amendment to the Registration Statement or any new registration statement declared effective) and furnish to the Underwriters and to dealers, such amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the Disclosure Package or the Prospectus, as so amended or supplemented, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented, will comply with applicable law.

  • Securities Laws Requirements The Company shall not be obligated to transfer any Common Stock to the Participant free of the restrictive legend described in Section 4 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (the "Securities Act") (or any other federal or state statutes having similar requirements as may be in effect at that time).

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to:

  • Blue Sky Requirements The Company shall provide counsel to the Representative with ten copies of all proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.

  • Compliance of the Registration Statement, the Prospectus and Incorporated Documents The Company meets the requirements for incorporation by reference into the Registration Statement specified in General Instruction VII of Form S-1. Each of the Registration Statement and any post-effective amendment thereto has been declared effective by the Commission under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and are identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time they were filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder (the “1934 Act Regulations”).

  • Compliance with Applicable Laws; Distribution of Prospectus and Reports; Confirmations In connection with its respective activities hereunder, each party agrees to abide by the Conduct Rules of FINRA and all other rules of self-regulatory organizations of which the relevant party is a member, as well as all laws, rules and regulations, including federal and state securities laws, that are applicable to the relevant party (and its associated persons) from time to time in connection with its activities hereunder (“Applicable Laws”). You are authorized to distribute to your customers the current Prospectus, as well as any supplemental sales material received from the Fund or the Distributor (acting on behalf of the Fund) (on the terms and for the period specified by us or stated in such material). You are not authorized to distribute, furnish or display any other sales or promotional material relating to a Fund without our prior written approval, but you may identify the Funds in a listing of mutual funds available through you to your customers. Unless otherwise mutually agreed in writing, you shall deliver or cause to be delivered to each customer who purchases shares of any Funds from or through you, copies of all annual and interim reports, proxy solicitation materials, and any other information and materials relating to such Funds and prepared by or on behalf of the Funds or us. If required by Rule 10b-10 under the Securities Exchange Act or other Applicable Laws, you shall send or cause to be sent confirmations or other reports to your customers containing such information as may be required by Applicable Laws.

  • Securities Law Requirements If at any time the Board or Committee determines that issuing Stock pursuant to this Agreement would violate applicable securities laws, the Corporation will not be required to issue such Stock. The Board or Committee may declare any provision of this Agreement or action of its own null and void, if it determines the provision or action fails to comply with applicable securities laws. The Corporation may require Participant to make written representations it deems necessary or desirable to comply with applicable securities laws.

  • Revisions of Prospectus -- Material Changes If at any time prior to the Settlement Date any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain 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 or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

  • FINRA Requirements (A) You represent that you are a member in good standing of FINRA, or a non-U.S. bank, broker, dealer, or institution not eligible for membership in FINRA or a Bank.