Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, further, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8)).
Appears in 4 contracts
Samples: Equity Distribution Agreement (Apple Hospitality REIT, Inc.), Equity Distribution Agreement (Apple Hospitality REIT, Inc.), Equity Distribution Agreement (Apple Hospitality REIT, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or any applicable similar rule), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Sales Agent within a reasonable period of time before the filing and the Agents have Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company and Operating Partnership in this Agreement) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8)) of the Securities Act).
Appears in 3 contracts
Samples: Equity Distribution Agreement (Rexford Industrial Realty, Inc.), Equity Distribution Agreement (Rexford Industrial Realty, Inc.), Equity Distribution Agreement (Rexford Industrial Realty, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Agent with any advance copy of such filing or to provide Agent with the opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated by this Agreement; provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 3 contracts
Samples: Adcare Health Systems, Inc, Adcare Health Systems, Inc, Adcare Health Systems, Inc
Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agents or the Forward Sellers under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Sales Agents, the Forward Sellers and the Forward Purchasers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ a Sales Agent’s, a Forward Seller’s or a Forward Purchaser’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Sales Agent’s, such Forward Seller’s or such Forward Purchaser’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents such Sales Agent or such Forward Seller (provided, however, that the failure of the Agents such Sales Agent, such Forward Seller or Forward Purchaser to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ such Sales Agent’s, such Forward Seller’s or such Forward Purchaser’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents such Sales Agent, such Forward Seller and such Forward Purchaser within a reasonable period of time before the filing and the Agents have such Sales Agent, such Forward Seller and such Forward Purchaser has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents such Sales Agent, such Forward Seller or such Forward Purchaser to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ such Sales Agent’s, such Forward Seller’s or such Forward Purchaser’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents such Sales Agent, such Forward Seller or such Forward Purchaser at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8)) of the Securities Act).
Appears in 3 contracts
Samples: Equity Distribution Agreement (Federal Realty OP LP), Equity Distribution Agreement (Federal Realty Investment Trust), Equity Distribution Agreement (Federal Realty OP LP)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule 172the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents BTIG (provided, however, that the failure of the Agents BTIG to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into Shares (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to the Agents within BTIG a reasonable period of time before the filing and the Agents have BTIG has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and providedhowever, further, (A) that the failure of the Agents BTIG to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to the Agents BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 3 contracts
Samples: Market Sales Agreement (Atlanticus Holdings Corp), Zosano Pharma (Zosano Pharma Corp), Zosano Pharma Corp
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Placement Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Placement Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Placement Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Placement Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Placement Agent (provided, however, that the failure of the Agents Placement Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Placement Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Placement Agent within a reasonable period of time before the filing and the Agents have Placement Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Placement Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Placement Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents Placement Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8)) of the Securities Act).
Appears in 3 contracts
Samples: Equity Distribution Agreement (Northstar Realty Finance Corp.), Equity Distribution Agreement (Northstar Realty), Equity Distribution Agreement (Northstar Realty Finance Corp.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably and in good faith objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy Agent shall have with respect to the failure to by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 3 contracts
Samples: Sales Agreement (Onconova Therapeutics, Inc.), Acer Therapeutics Inc., Acer Therapeutics Inc.
Registration Statement Amendments. After the date of this Agreement and during During any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement related to any Placement to the Registration Statement or Prospectus or for additional information; information related to any Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus relating to the Placement Shares (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities ) unless a copy thereof has been submitted to the Agents within Agent in a reasonable period of time before the filing and the Agents have not Agent has reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and providedhowever, further, (A) that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and (B) that the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8))the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.
Appears in 3 contracts
Samples: Market Issuance Sales Agreement (Agenus Inc), Sales Agreement (Agenus Inc), Sales Agreement (Agenus Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 3 contracts
Samples: Actinium Pharmaceuticals, Inc., Aspen Group, Inc., Addvantage Technologies Group Inc
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act Regulations or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent and does not relate to the transaction herein provided, and (C) the only remedy Agent shall have with respect to the failure by the Company to provide the Agent with such copy or the filing of such amendment or supplement despite the Agent’s objection shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Surface Oncology, Inc., Surface Oncology, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Sales Agent within a reasonable period of time before the filing and the Agents have Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8))) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 2 contracts
Samples: Sales Agreement (NeuroSense Therapeutics Ltd.), Sales Agreement (Brenmiller Energy Ltd.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8)) under the Securities Act).
Appears in 2 contracts
Samples: Equity Distribution Agreement (Urban Edge Properties), Equity Distribution Agreement (Urban Edge Properties)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus the Prospectus, as applicable, or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus the Prospectus, as applicable, that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); , (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, the Prospectus relating to the Placement Securities Common Shares or a security convertible into the Placement Securities Common Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the ProspectusProspectus to be filed with the Commission as required pursuant to the Securities Act, other than documents or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Sales Agreement (Energy Fuels Inc), Sales Agreement (Energy Fuels Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement supplement, other than documents incorporated by reference, to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not objected reasonably objected thereto in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXXXXXX (provided that for the avoidance of doubt, this clause (iii) shall not apply to documents the Company furnishes with the Commission under the Exchange Act); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Sales Agreement (Anterix Inc.), Sales Agreement (Anterix Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation (insofar as it relates to the transactions contemplated hereby); (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name Agent and does not relate to the transaction herein provided, and (C) the only remedy Agent shall have with respect to the failure by the Company to provide Agent with such copy or the filing of such amendment or supplement despite Agent’s objection shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not to file any amendment or supplement with the Commission under this Section 8(a) based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company) and (v) prior to the termination of this Agreement, the Company will notify Agent if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 424(b)(8))415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Sales Agreement (Allena Pharmaceuticals, Inc.), Sales Agreement (Allena Pharmaceuticals, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents any Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ any Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion, based on advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents an Agent (provided, however, that the failure of the Agents any Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ such Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy any Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents applicable Agent within a reasonable period of time before the filing and the Agents have such Agent has not reasonably objected thereto within two business days following receipt thereof (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transaction(s) herein described, and (C) the only remedy the Agents shall have with respect to the failure by the Company to provide the Agents with such copy or the filing of such amendment or supplement despite the Agents’ objection shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), shall be based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, and shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Sales Agreement (fuboTV Inc. /FL), Sales Agreement (fuboTV Inc. /FL)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)).
Appears in 2 contracts
Samples: Equity Distribution Agreement (STAG Industrial, Inc.), Equity Distribution Agreement (STAG Industrial, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company Company, the Operating Partnership and the Advisor in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company Company, the Operating Partnership and the Advisor in this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)) under the Securities Act).
Appears in 2 contracts
Samples: Equity Distribution Agreement (Ashford Hospitality Trust Inc), Equity Distribution Agreement (Braemar Hotels & Resorts Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ each Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agents (provided, however, that the failure of the Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agents within a reasonable period of time before the filing and the Sales Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Sales Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents a Designated Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ either Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, ) relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have not reasonably neither Agent has objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents either Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Ocugen, Inc., Ocugen, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule 172the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into Shares (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to the Agents within Agent a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and providedhowever, further, (A) that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement, (B) that, if Agent objects thereto, Agent may cease making sales of Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Agreement and Any Terms Agreement (Innovative Industrial Properties Inc), Agreement and Any Terms Agreement (Innovative Industrial Properties Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by until the Agents under completion of the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172)sales contemplated hereunder, (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Canadian Base Prospectus or the Registration Statement, other than documents incorporated by reference, Statement has been filed with any Canadian Qualifying Authority or the Commission and/or and has become effective or where a receipt has been issued therefor, as applicable, or any subsequent supplement to the U.S. Prospectus or the Canadian Prospectus has been filed (each, an “Amendment Date”) and of any comment letter from the Commission or any request by the Commission or any Canadian Qualifying Authority for any amendment or supplement to the Registration Statement or Prospectus the Prospectuses or for additional information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) of the Act and with the Canadian Qualifying Authorities, and will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, the Prospectuses (other than a copy of any documents incorporated by reference, relating to the Placement Securities or a security convertible reference into the Placement Securities Registration Statement or the Prospectuses) unless a copy thereof has been submitted to the Agents within Sales Agent a reasonable period of time before the filing thereof affording the Sales Agent and the Agents have Sales Agent’s counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing and the Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement); and (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses (provided that the Company shall not be required to deliver documents or information incorporated by reference into the Registration Statement or Prospectus, except for those the Prospectuses if such documents available via are accessible from SEDAR or XXXXX; ) and (iv) the Company will cause (i) each amendment or supplement to the ProspectusU.S. Prospectus to be filed with the Commission as required pursuant to General Instruction II.L of Form F-10 of the Rules and Regulations or, other than documents in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the applicable paragraph Exchange Act, within the time period prescribed and (ii) each amendment or supplement to the Canadian Prospectus to be filed with the Canadian Qualifying Authorities as required pursuant to NI 44-101 and NI 44-102 (the “Canadian Shelf Procedures”) or, in the case of Rule 424(b) (without reliance on Rule 424(b)(8))any document to be incorporated therein by reference, to be filed with the Canadian Qualifying Authorities as required pursuant to the Canadian Securities Laws, within the time period prescribed.
Appears in 2 contracts
Samples: sedar-filings-backup.thecse.com, sedar-filings-backup.thecse.com
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172153 or Rule 172 under the Securities Act), (i) the Company will notify the Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agents (provided, however, that the failure of the Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agents within a reasonable period of time before the filing and the Sales Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Sales Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide any Sales Agent any advance copy of such filing or to provide any Sales Agent an opportunity to object to such filing if such filing does not name the Sales Agent or does not relate to the transactions contemplated hereunder, and provided, further, that the only remedy the Sales Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so.
Appears in 2 contracts
Samples: Sales Agreement (Scilex Holding Co), Sales Agreement (Scilex Holding Co)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinionupon advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time Agent at least three (3) Business Days before the filing and the Agents have Agent has not reasonably objected thereto within such three (3) Business Day period (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereby, and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)), provided that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so. Until such time as the Company shall have correct such misstatement or omission or effected such compliance, the Company shall not notify the Agent to resume the offering of Placement Shares.
Appears in 2 contracts
Samples: Sales Agreement (CollabRx, Inc.), Sales Agreement (CollabRx, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule 172the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents BTIG (provided, however, that the failure of the Agents BTIG to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ BTIG’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into Shares (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to the Agents within BTIG a reasonable period of time before the filing and the Agents have BTIG has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and providedhowever, further, (A) that the failure of the Agents BTIG to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to the Agents BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Sales Agreement (OncoCyte Corp), Market Sales Agreement (Sonnet BioTherapeutics Holdings, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, ) relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Sales Agreement (Ocugen, Inc.), Sales Agreement (Ocugen, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), (i) the Company will notify the Agents MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ MLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable MLV’s opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents MLV (provided, however, that the failure of the Agents MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents MLV within a reasonable period of time before the filing and the Agents have MLV has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8)).
Appears in 2 contracts
Samples: Sales Agreement (Ashford Hospitality Trust Inc), Sales Agreement (Aimco Properties Lp)
Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will promptly notify the Agents promptly Manager of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, request of the Manager any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, opinion of the Manager may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Manager (provided, however, that the failure of the Agents Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by referencereference into the Registration Statement, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Manager within a reasonable period of time before the filing and the Agents have Manager has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents Manager at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by referencereference into the Registration Statement, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)).
Appears in 2 contracts
Samples: Equity Distribution Agreement (NexPoint Real Estate Finance, Inc.), Equity Distribution Agreement (NexPoint Real Estate Finance, Inc.)
Registration Statement Amendments. After the date of this Agreement until its termination pursuant to Section 11 and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172153 or Rule 172 under the Securities Act), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Sales Agent within a reasonable period of time before the filing and the Agents have Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8))) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 2 contracts
Samples: Sales Agreement (TSR Inc), Sales Agreement (TSR Inc)
Registration Statement Amendments. After the date of execution of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (in each case, insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into or exchangeable or exercisable for the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents and does not relate to the transaction herein provided) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Sales Agreement (Beyond Air, Inc.), Sales Agreement (Beyond Air, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents any Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the Rules and Regulations and pursuant to applicable paragraph Canadian Securities Laws, and (v) prior to the termination of Rule 424(b) (without reliance on Rule 424(b)(8))this Agreement, the Company will notify the Agents if at any time the Registration Statement shall no longer be effective as a result of the passage of time or otherwise.
Appears in 2 contracts
Samples: Sales Agreement (Aurora Cannabis Inc), Sales Agreement (Aurora Cannabis Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agents, the Forward Purchasers or the Forward Sellers under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents Agents, the Forward Purchasers and the Forward Sellers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ an Agent’s, Forward Purchaser’s or Forward Seller’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s, Forward Purchaser’s or Forward Seller’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Shares (provided, however, that the failure of the Agents Agents, the Forward Purchasers or the Forward Sellers to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ each Agent’s, Forward Purchaser’s or Forward Seller’s right to rely on the representations and warranties made by the Company in this AgreementAgreement or any Forward Contract); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agents, the Forward Purchasers and the Forward Sellers within a reasonable period of time before the filing and the Agents Agents, the Forward Purchasers and the Forward Sellers have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agents, the Forward Purchaser or the Forward Sellers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ each Agent’s, Forward Purchaser’s or Forward Seller’s right to rely on the representations and warranties made by the Company in this AgreementAgreement or any Forward Contract and (B) the Company has no obligation to provide the Agents, the Forward Purchasers or the Forward Sellers with any advance copy of such filing or to provide the Agents, the Forward Purchasers or the Forward Sellers with the opportunity to object to such filing if such filing does not name the Agent, the Forward Purchaser or the Forward Seller or does not relate to the transactions contemplated by this Agreement or any Forward Contract) and the Company will furnish to the Agents Agents, the Forward Purchasers and the Forward Sellers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8)).
Appears in 2 contracts
Samples: Sales Agreement (American Homes 4 Rent), American Homes 4 Rent
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Jakks Pacific Inc, Jakks Pacific Inc
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172153 or Rule 172 under the Securities Act), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Sales Agent within a reasonable period of time before the filing and the Agents have Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8))) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 2 contracts
Samples: Sales Agreement (NXT-Id, Inc.), Sales Agreement (Yangtze River Port & Logistics LTD)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Sales Agent within a reasonable period of time before the filing and the Agents have Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8))) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Atossa Therapeutics, Inc.), Equity Distribution Agreement (Processa Pharmaceuticals, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent, the Forward Seller and the Forward Purchaser promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ requestrequest of the Agent or the Forward Seller and the Forward Purchaser, as the case may be, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinionopinion of the Agent or the Forward Seller and the Forward Purchaser, as the case may be, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Agent, the Forward Seller or the Forward Purchaser, as the case may be (provided, however, that the failure of the Agents Agent, the Forward Seller or the Forward Purchaser to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s, the Forward Seller’s or the Forward Purchaser’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Agent, the Forward Seller and the Forward Purchaser within a reasonable period of time before the filing and the Agents Agent, the Forward Seller and the Forward Purchaser have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent, the Forward Seller or the Forward Purchaser to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s, the Forward Seller’s or the Forward Purchaser’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents Agent, the Forward Seller and the Forward Purchaser at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)).
Appears in 2 contracts
Samples: Equity Distribution Agreement (STAG Industrial, Inc.), Equity Distribution Agreement (STAG Industrial, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, ) relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Sales Agreement (HTG Molecular Diagnostics, Inc), Sales Agreement (HTG Molecular Diagnostics, Inc)
Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Securities Shares is required to be delivered by the Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 or Rule 173(a) under the Securities Act), (i) the Company will notify the Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or and has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Securities Act; (iii) it will prepare and file with the Commission, promptly upon the Sales Agents’ request, any amendments or supplements to the Registration Statement or Prospectus thatthat upon written request by the Sales Agents, in the Agents’ Company’s reasonable opinionopinion based upon the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agents (provided, however, that the failure of the Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement); and (iiiiv) the Company will not file submit to the Sales Agents a copy of any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents within Prospectus a reasonable period of time before the filing thereof and will afford the Sales Agents and the Agents have not reasonably objected thereto (provided, however that Sales Agents’ counsel a reasonable opportunity to comment on any such objection shall not prohibit the Company from proposed filing prior to such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by lawproposed filing; and provided, further, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed; provided that the Company has no obligation to provide the Sales Agents any advance copy of such filing or to provide the Sales Agents an opportunity to comment on Rule 424(b)(8))such filing if such filing does not name the Sales Agents and does not reference the transactions contemplated hereby.
Appears in 2 contracts
Samples: Equity Distribution Agreement (5E Advanced Materials, Inc.), Equity Distribution Agreement (Wallbox N.V.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying the Sales Agents, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Current Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Current Sales Agent (provided, however, that the failure of the Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Sales Agents within a reasonable period of time before the filing and the Sales Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Sales Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents each Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)) under the Securities Act).
Appears in 2 contracts
Samples: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, based on advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents an Agent (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: resTORbio, Inc., Adicet Bio, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172), 172 under the Securities Act): (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents will have respecting the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents will have respecting the failure by the Company to provide the Agents with such copy will be to cease making sales under this Agreement and (B) the Company will have no obligation to provide the Agents any advance copy of such filing or provide to the Agents an opportunity to object to such filing if the filing does not name the Agents and does not relate to the transactions pursuant hereto) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, will be made exclusively by the Company).
Appears in 2 contracts
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or not related to any issuance of Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the issuance of Shares or for additional information; information related to the issuance of Shares, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ The Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided, and (C) the only remedy the Agent shall have with respect to the failure by the Company to provide the Agent with such copy or the filing of such amendment or supplement despite the Agent’s objection shall be to cease making sales under this Agreement); (iv) the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 4(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vi) prior to the termination of this Agreement, the Company will notify the Agent if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 424(b)(8))415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Sales Agreement (Affimed N.V.), Affimed N.V.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ an Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents an Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents an Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8)).;
Appears in 2 contracts
Samples: Sales Agreement (Aspen Aerogels Inc), Sales Agreement (Aspen Aerogels Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172153 or Rule 172 under the Securities Act), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or any amendment to the Registration Statement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Sales Agent within a reasonable period of time before the filing and the Agents have Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8))) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 2 contracts
Samples: Sales Agreement (Foresight Autonomous Holdings Ltd.), Foresight Autonomous Holdings Ltd.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by until the Agents under completion of the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172)sales contemplated hereunder, (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Canadian Base Prospectus or the Registration Statement, other than documents incorporated by reference, Statement has been filed with any Canadian Qualifying Authority or the Commission and/or and has become effective or where a receipt has been issued therefor, as applicable, or any subsequent supplement to the U.S. Prospectus or the Canadian Prospectus has been filed (each, an "Amendment Date") and of any comment letter from the Commission or any request by the Commission or any Canadian Qualifying Authority for any amendment or supplement to the Registration Statement or Prospectus the Prospectuses or for additional information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) of the Act and with the Canadian Qualifying Authorities, and will prepare and file with the Commission, promptly upon the Agents’ Sales Agent's reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent's right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, the Prospectuses (other than a copy of any documents incorporated by reference, relating to the Placement Securities or a security convertible reference into the Placement Securities Registration Statement or the Prospectuses) unless a copy thereof has been submitted to the Agents within Sales Agent a reasonable period of time before the filing thereof affording the Sales Agent and the Agents have Sales Agent's counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing and the Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent's right to rely on the representations and warranties made by the Company in this Agreement); and (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses (provided that the Company shall not be required to deliver documents or information incorporated by reference into the Registration Statement or Prospectus, except for those the Prospectuses if such documents available via are accessible from SEDAR or XXXXX; ) and (iv) the Company will cause (i) each amendment or supplement to the ProspectusU.S. Prospectus to be filed with the Commission as required pursuant to General Instruction II.L of Form F-10 of the Rules and Regulations or, other than documents in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the applicable paragraph Exchange Act, within the time period prescribed and (ii) each amendment or supplement to the Canadian Prospectus to be filed with the Canadian Qualifying Authorities as required pursuant to NI 44-101 and NI 44-102 (the "Canadian Shelf Procedures") or, in the case of Rule 424(b) (without reliance on Rule 424(b)(8))any document to be incorporated therein by reference, to be filed with the Canadian Qualifying Authorities as required pursuant to the Canadian Securities Laws, within the time period prescribed.
Appears in 2 contracts
Samples: Terms Agreement (FSD Pharma Inc.), Terms Agreement (FSD Pharma Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to object to such filing if such filing does not name the Agent and does not relate to the transactions contemplated by this Agreement, and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to seek such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except in each case for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 2 contracts
Samples: Sales Agreement (Cytokinetics Inc), Sales Agreement (Cytokinetics Inc)
Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Securities Shares is required to be delivered by the Agents Canaccord under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 or Rule 173(a) under the Securities Act), (i) the Company will notify the Agents Canaccord promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or and has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Securities Act; (iii) it will prepare and file with the Commission, promptly upon the Agents’ Canaccord’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Canaccord’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Canaccord (provided, however, however that the failure of the Agents Canaccord to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Canaccord’s right to rely on the representations and warranties made by the Company in this Agreement); (iiiiv) the Company will not file submit to Canaccord a copy of any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents within Prospectus a reasonable period of time before the filing thereof and the Agents have not reasonably objected thereto (provided, however that will afford Canaccord and Canaccord’s counsel a reasonable opportunity to comment on any such objection shall not prohibit the Company from proposed filing prior to such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by lawproposed filing; and provided, further, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement(v) and the Company it will furnish to the Agents Canaccord at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into in the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b424 (b) (without reliance on Rule 424(b)(8))of the Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Arcimoto Inc), Equity Distribution Agreement (Arcimoto Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected in writing thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)); provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so.
Appears in 2 contracts
Samples: Sales Agreement (Cognition Therapeutics Inc), Sales Agreement (Cognition Therapeutics Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Securities Shares is required to be delivered by the Distribution Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon either of the Distribution Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the reasonable opinion of counsel of the Distribution Agents’ reasonable opinion, may be is necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents a Distribution Agent (provided, however, that the failure of the Distribution Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Distribution Agents within a reasonable period of time before the filing and either of the Distribution Agents have has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Distribution Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Distribution Agents any advance copy of such filing or to provide the Distribution Agents an opportunity to object to such filing if the filing does not name the Distribution Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Distribution Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Distribution Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Aemetis, Inc
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172153 or Rule 172 under the Securities Act), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Sales Agent within a reasonable period of time before the filing and the Agents have Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8))) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. Notwithstanding the foregoing, the Company will have no obligation to provide advance notification or provide the Sales Agent any advance copy of such filing if (i) the filing does not name the Sales Agent and does not relate to the Placement Shares or (ii) the filing relates to the termination of this Agreement or the ATM Prospectus.
Appears in 1 contract
Samples: Sales Agreement (InspireMD, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172)1933 Act, (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ either Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents (provided, however, that the failure of the Agents any Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ any Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not no Agent has reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents any Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ any Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents each Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8))497.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed filed, and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Sales Agreement (Biovie Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172), 172 under the Securities Act): (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents will have respecting the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents will have respecting the failure by the Company to provide the Agents with such copy will be to cease making sales under this Agreement and (B) the Company will have no obligation to provide the Agents any advance copy of such filing or provide to the Agents an opportunity to object to such filing if the filing does not name the Agents and does not relate to the transactions pursuant hereto) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEDXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, will be made exclusively by the Company).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto within two business days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to object to such filing if such filing does not name the Agent and does not relate to the transactions contemplated under this Agreement, and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Equity Sales Agreement (Accelerate Diagnostics, Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus relating to the Placement Shares has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto within two Business Days of receipt thereof (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information with respect to the Placement Shares or the Prospectus, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); , (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, ) relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; XXXXX and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)).; provided, however, that the Company may delay any such amendment or supplement, if in the reasonable judgment of the Company, it is in the best interest of the Company to do so. Until such time as the Company shall have corrected such misstatement or omission or effected such compliance, the Company shall not notify the Agent to resume the offering of the Placement Shares;
Appears in 1 contract
Samples: Perpetua Resources Corp.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b)(8))424(b) relating to the Placement Shares.
Appears in 1 contract
Samples: Unicycive Therapeutics, Inc.
Registration Statement Amendments. After the date of this Agreement and during any Selling Period or period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Manager under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will promptly notify the Agents promptly Manager of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference therein, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Manager’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, opinion of the Manager may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Manager (provided, however, that the failure of the Agents Manager to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by referencereference into the Registration Statement, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Manager within a reasonable period of time before the filing and the Agents have Manager has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Manager to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Manager’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by referencereference into the Registration Statement, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)).
Appears in 1 contract
Samples: Equity Distribution Agreement (Alpine Income Property Trust, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus (except for Incorporated Documents) relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected in writing thereto within two (2) Business Days of such submission (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: EyePoint Pharmaceuticals, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Units is required to be delivered by the Agents any Manager under the Securities Act (including in circumstances where such requirement may whether physically, deemed to be satisfied delivered pursuant to Rule 172153 of the Securities Act Regulations, or through compliance with Rule 172 of the Securities Act Regulations or any similar rule), (i) the Company Partnership will notify the Agents Managers promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission SEC or any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional informationinformation relating thereto; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company Partnership will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Units or a security convertible into the Placement Securities Units unless a copy thereof has been submitted to the Agents Managers within a reasonable period of time before the filing and the Agents have not no Manager has reasonably objected thereto thereto, unless the Partnership shall have determined based upon the advice of counsel that such amendment, supplement or filing is required by law (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents any Manager to make such objection shall not relieve the Company Partnership of any obligation or liability hereunder, or affect the Agents’ such Manager’s right to rely on the representations and warranties made by the Company Partnership in this Agreement) ), and the Company Partnership will furnish to the Agents Managers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company Partnership will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act Regulations (without reliance on Rule 424(b)(8)) of the Securities Act Regulations).
Appears in 1 contract
Samples: Equity Distribution Agreement (NGL Energy Partners LP)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, ) relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Orexigen Therapeutics, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Sales Agent or the Forward Seller under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Sales Agent and the Forward Seller promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; provided, however, if any such supplement to the Prospectus does not relate to the Shares and no Placement Notice is pending, the Company may satisfy this Section 8(a)(i) by notifying the Sales Agent and the Forward Seller, of such supplement to the Prospectus no later than the close of business on the date of first use of such supplement; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Sales Agent’s or the Forward Seller’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Current Seller’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Current Seller (provided, however, that the failure of the Agents Sales Agent or the Forward Seller to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s or the Forward Seller’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Sales Agent and the Forward Seller within a reasonable period of time before the filing and the Agents Sales Agent and the Forward Seller have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent or the Forward Seller to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s or the Forward Seller’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents Sales Agent and the Forward Seller at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)) under the Securities Act).
Appears in 1 contract
Samples: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if such filing does not name each Agent or does not relate to the Placement Shares or to the transactions contemplated hereunder, provided, further, that the only remedy Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Market Sales Agreement (Paratek Pharmaceuticals, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172)1933 Act, (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or the Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8))497.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents MLV under the Securities 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), (i) the Company will notify the Agents MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ MLV’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable MLV’s opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents MLV (provided, however, that the failure of the Agents MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents MLV within a reasonable period of time before the filing and the Agents have MLV has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8)).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, Statement (other than documents incorporated by reference, reference or amendments or supplements not related to any Placement) has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: BioRestorative Therapies, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Securities Shares is required to be delivered by the Distribution Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Distribution Agents within a reasonable period of time before the filing and either of the Distribution Agents have has not reasonably objected thereto within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Distribution Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Distribution Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Distribution Agents any advance copy of such filing or to provide the Distribution Agents an opportunity to object to such filing if the filing does not name the Distribution Agents or does not relate to the transaction herein provided; and provided, further, that the only remedy the Distribution Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Distribution Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Bellerophon Therapeutics, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Aegis under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172), 172 under the Securities Act): (i) the Company will notify the Agents Aegis promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon the Agents’ Aegis’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Aegis’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Aegis (provided, however, that the failure of the Agents Aegis to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Aegis’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy Aegis will have respecting the failure to make such filing will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Aegis within a reasonable period of time before the filing and the Agents have Aegis has not reasonably objected thereto within two (2 Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Aegis to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Aegis’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Aegis will have respecting the failure by the Company to provide Aegis with such copy will be to cease making sales under this Agreement) and the Company will furnish to the Agents Aegis at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the SEC as required pursuant to the Exchange Act, within the period prescribed (without reliance the determination to file or not file any amendment or supplement with the SEC under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, will be made exclusively by the Company).
Appears in 1 contract
Samples: Singing Machine Co Inc
Registration Statement Amendments. After The Company shall prepare the Prospectus in a form approved by the Distribution Agents and to file such Prospectus pursuant to Rule 424(b) under the Act on or prior to the date that is one business day following the date hereof unless otherwise agreed to by the Distribution Agents. Other than a prospectus filed under the Registration Statement which does not pertain to the offer or sale of the Placement Securities, after the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Distribution Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Distribution Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ a Distribution Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ a Distribution Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents a Distribution Agent (provided, however, that the failure of the Agents a Distribution Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ a Distribution Agent’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Distribution Agents within a reasonable period of time before the filing and the Distribution Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents a Distribution Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Distribution Agent’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Distribution Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8)).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares (other than any document incorporated by reference) unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder provided, further, that the only remedy Agent shall have with respect to the failure by the Company to provide Agent with such copy shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Sales Agreement (Hansen Medical Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents RBC under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify RBC promptly, and confirm the Agents promptly notice in writing, of the time (A) when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and filed, (B) of the receipt of any comment letter from the Commission or Commission, (C) of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information or (D) when the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ RBC’s request, any amendments or supplements to the Registration Statement or the Prospectus that, in the Agents’ RBC’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents RBC (provided, however, that the failure of the Agents RBC to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ RBC’s right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the offering and sale of Placement Securities or a security convertible into the Placement Securities Shares under this Agreement unless a copy thereof has been submitted to the Agents RBC within a reasonable period of time before the filing and the Agents have RBC has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents RBC to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ RBC’s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents RBC at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment effect the filings required under Rule 424(b) of the Securities Act, including any amendments or supplement supplements to the Prospectus, other than documents incorporated in the manner and within the time period required by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act, the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent any opportunity to object to such filing if such filing does not name the Agent and does not relate to the transactions contemplated by this Agreement, and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to seek such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Sales Agreement (Neothetics, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be upon advice of counsel is necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time Agent at least three Business Days before the filing and the Agents have Agent has not reasonably objected thereto within such three Business Day period (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder, and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)); provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so. Until such time as the Company shall have corrected such misstatement or omission or effected such compliance, the Company shall not notify the Agent to resume the offering of Placement Shares.
Appears in 1 contract
Samples: Lumos Pharma, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172153 or Rule 172 under the Securities Act), (i) the Company will notify the Sales Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Sales Agents (provided, however, that the failure of the Sales Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Sales Agents within a reasonable period of time before the filing and the Sales Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Sales Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agents’ right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Sales Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8))) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 1 contract
Samples: Sales Agreement (Cinedigm Corp.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, or any amendments or supplements that do not name the Agent or do not relate to the transactions contemplated by this Agreement or which would not reasonably be expected to have a material impact on the transactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the transactions contemplated by this Agreement has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the transactions contemplated by this Agreement or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by referenceIncorporated Documents, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto in good faith with reasonable grounds within two (2) business days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement and provided, for the avoidance of doubt, that this provision shall not apply to documents the Company furnishes to the Commission under the Exchange Act) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Sales Agreement (IMARA Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agents Agent and the Forward Purchaser promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of the receipt of any comment letter from the Commission or of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s or the Forward Purchaser’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent's or the Forward Purchaser's reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent's or the Forward Purchaser's right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent and the Forward Purchaser within a reasonable period of time before the filing and the Agents have Agent and the Forward Purchaser has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent or the Forward Purchaser to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent's or the Forward Purchaser's right to rely on the representations and warranties made by the Company in this AgreementAgreement and (B) the Company has no obligation to provide the Agent and the Forward Purchaser any advance copy of any amendment or supplement to the Registration Statement or to provide the Agent and the Forward Purchaser an opportunity to object to such filing if the filing does not name the Agent or the Forward Purchaser or does not relate to the transaction herein provided) and the Company will furnish to the Agents Agent and the Forward Purchaser at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8424(b)(P)) or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a)., based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). 15
Appears in 1 contract
Samples: Physicians Realty L.P.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, based on the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinionopinion and in the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus that relates to the transaction contemplated by the Agreement or for additional information; information that relates to the transaction contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, ) relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and providedhowever, further, (A) that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated under this Agreement; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus relating to any Placement Shares to be sold pursuant to this Agreement to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company and the Operating Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company and the Operating Company in this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)) under the Securities Act).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected in writing thereto within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and providedhowever, further, (A) that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object such filing if such filing does not name the Agent or does not relate to the Placement Shares or to the transactions contemplated hereunder and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to Prospectus disclosing a material change in the terms of the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected in writing thereto within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents any opportunity to object to such filing if such filing does not name the Agents and does not relate to the transactions contemplated by this Agreement, and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to seek such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Synthetic Biologics, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a the Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or a similar rule), ; (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referenceIncorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than Incorporated Documents, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, in each case related to the Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to make such filing (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by referenceIncorporated Documents, relating to the Placement Securities or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the Company’s making such filing notwithstanding the Agent’s objection (but without limiting the Agent’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or ProspectusIncorporated Document, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by referenceIncorporated Documents, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8))of the Securities Act and, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule 172the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company Company, the Operator and the Administrator in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into Shares (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to the Agents within Agent a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and providedhowever, further, (A) that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company Company, the Operator and the Administrator in this Agreement, (B) that, if Agent objects thereto, Agent may cease making sales of Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide Agent any advance copy of such filing or to provide Agent an opportunity to object to such filing if such filing does not name Agent or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Master Services Agreement (CIM Commercial Trust Corp)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information related to the transactions contemplated by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transactions contemplated by this Agreement; and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Actinium Pharmaceuticals, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and providedhowever, further, (A) that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Caledonia Mining Corp PLC
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information; information related to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy Agent shall have with respect to the failure to by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: IDI, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities reference therein) unless a copy thereof has been submitted to the Agents within a reasonable period of time at least two Business Days before the filing and the Agents have not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if such filing does not name the Agents or does not relate to the transactions contemplated by this Agreement and (C) the only remedy the Agents shall have with respect to the failure by the Company to provide the Agents with such copy of the filing of such amendment or supplement despite the Agents’ objection shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Pluristem Therapeutics Inc
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents [ ] under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents [ ] promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ [ ]’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ [ ] ‘s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents [ ] (provided, however, that the failure of the Agents [ ] to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Xxxxx [ ]’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents [ ] within a reasonable period of time before the filing and the Agents have [ ] has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents [ ] to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ [ ]’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents [ ] at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)).
Appears in 1 contract
Samples: Equity Distribution Agreement (STAG Industrial, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Cxxxx (provided, however, that the failure of the Agents Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Cxxxx within a reasonable period of time before the filing and the Agents have Cxxxx has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement, and provided further, that the only remedy Cxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8))of the Securities Act.
Appears in 1 contract
Samples: Sales Agreement (Endocyte Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Cxxxx (provided, however, that the failure of the Agents Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Cxxxx within a reasonable period of time before the filing and the Agents have Cxxxx has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (without reliance on v) prior to the termination of this Agreement, the Company will notify Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 424(b)(8))415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act Regulations or similar rule), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, ) relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days following delivery of the copy (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent and does not reference the transactions contemplated hereunder; and (C) the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company)); provided, however, that the Company may delay any such amendment or supplement, if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so. Until such time as the Company shall have effected such compliance, the Company shall not notify the Agents to resume the offering of Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities is required to be delivered by the Agents [ ] under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents [ ] promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Agents[ ]’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents[ ]’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities by the Agents [ ] (provided, however, that the failure of the Agents [ ] to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents[ ]’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities or a security convertible into the Placement Securities unless a copy thereof has been submitted to the Agents [ ] within a reasonable period of time before the filing and the Agents have [ ] has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents [ ] to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents[ ]’ right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement) and the Company will furnish to the Agents [ ] at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Securities Act (without reliance on Rule 424(b)(8)).
Appears in 1 contract
Samples: Equity Distribution Agreement (STAG Industrial, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement supplement, other than documents incorporated by reference, to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ such Agent’s reasonable opinion, may be necessary -18- or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not objected reasonably objected thereto in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXXXXXX (provided that for the avoidance of doubt, this clause (iii) shall not apply to documents the Company furnishes with the Commission under the Exchange Act); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Samples: Sales Agreement (pdvWireless, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in upon the Agents’ reasonable opinionadvice of counsel, may be is necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time Agent at least three Business Days before the filing and the Agents have Agent has not reasonably objected thereto within such three Business Day period (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent or does not relate to the transactions contemplated hereunder, and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8))the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company) provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so. Until such time as the Company shall have corrected such misstatement or omission or effected such compliance, the Company shall not notify the Agent to resume the offering of Placement Shares.
Appears in 1 contract
Samples: Sales Agreement (ImmunoCellular Therapeutics, Ltd.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act or any similar rule), (i) the Company will notify the Agents Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ Agent’s reasonable opinion, based on the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Agent (provided, however, that the failure of the Agents Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, Prospectus relating to the Placement Shares (other than documents incorporated by reference, relating to the Placement Securities ) or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Agent within a reasonable period of time before the filing and the Agents have Agent has not reasonably objected thereto in writing within two (2) Business Days (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does not name the Agent and does not reference the transactions contemplated hereby; provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and timely file with the Commission, promptly upon the Agents’ Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in upon the Agents’ reasonable opinionadvice of the Company’s legal counsel (after due consultation with the Sales Agent and its counsel), may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Sales Agent (provided, however, that the failure of the Agents Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Sales Agent within a reasonable period of time before the filing and the Agents have Sales Agent has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) and the Company will furnish to the Agents Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8))) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 1 contract
Samples: Equity Distribution Agreement (Vascular Biogenics Ltd.)
Registration Statement Amendments. After the date of execution of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; information (in each case, insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents (provided, however, that the failure of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into or exchangeable or exercisable for the Placement Securities Shares unless a copy thereof has been submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that (A) the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the representations and warranties made by the Company in this Agreement, and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents and does not relate to the transaction herein provided) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (without reliance the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on Rule 424(b)(8)the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities the Shares is required to be delivered by the Agents Underwriters under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172172 under the Securities Act), (i) the Company will notify the Agents Representatives as promptly as reasonably practicable of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, as promptly as reasonably practicable upon the AgentsRepresentatives’ request, any amendments or supplements to the Registration Statement or Prospectus that, in the AgentsRepresentatives’ reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents Underwriters (provided, however, that the failure of the Agents Representatives to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the AgentsUnderwriters’ right to rely on the representations and warranties made by the Company in this Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Securities Shares or a security convertible into the Placement Securities Shares unless a copy thereof has been submitted to the Agents Representatives within a reasonable period of time before the filing and the Agents Representatives have not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and provided, furtherhowever, that the failure of the Agents Representatives to make such 13 objection shall not relieve the Company of any obligation or liability hereunder, or affect the AgentsUnderwriters’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX); and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8))Securities Act.
Appears in 1 contract
Samples: Underwriting Agreement (Investors Real Estate Trust)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Securities Shares is required to be delivered by the Agents BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule 172the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify the Agents BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; , (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Securities Shares by the Agents BTIG (provided, however, that the failure of the Agents BTIG to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ BTIG’s right to rely on the representations and warranties made by the Company in this AgreementAgreement and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Securities or a security convertible into Shares (except for the Placement Securities Incorporated Documents) unless a copy thereof has been submitted to the Agents within BTIG a reasonable period of time before the filing and the Agents have BTIG has not reasonably objected thereto (provided, however that such objection shall not prohibit the Company from filing such amendment or supplement if the Company’s legal counsel has advised the Company that the filing of such document is required by law; and providedhowever, further, (A) that the failure of the Agents BTIG to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect the Agents’ BTIG’s right to rely on the representations and warranties made by the Company in this Agreement, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) the Company will furnish to the Agents BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).
Appears in 1 contract
