Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 6 contracts

Sources: At Market Issuance Sales Agreement (NORDIC AMERICAN TANKERS LTD), At Market Issuance Sales Agreement (NORDIC AMERICAN TANKERS LTD), At Market Issuance Sales Agreement (NORDIC AMERICAN TANKERS LTD)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent MLV and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent MLV has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” Exchange. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To The Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 6 contracts

Sources: At Market Issuance Sales Agreement (Pizza Inn Holdings, Inc /Mo/), At the Market Issuance Sales Agreement (BSD Medical Corp), At Market Issuance Sales Agreement (Galectin Therapeutics Inc)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 4 contracts

Sources: Sales Agreement (Panbela Therapeutics, Inc.), Sales Agreement (Schmitt Industries Inc), Sales Agreement (Pedevco Corp)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that . The Common Stock is required by applicable law or the listing maintenance requirements of currently listed on the Exchange. The Common Shares are currently quoted on Except as disclosed in the Exchange under Incorporated Documents, the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To The Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 3 contracts

Sources: At Market Issuance Sales Agreement (Moleculin Biotech, Inc.), At Market Issuance Sales Agreement (Moleculin Biotech, Inc.), At Market Issuance Sales Agreement (Moleculin Biotech, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented. Except as disclosed in the Incorporated Documents, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 3 contracts

Sources: Sales Agreement (Fathom Holdings Inc.), Sales Agreement (Idaho Strategic Resources, Inc.), Sales Agreement (Ideanomics, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented. Except as disclosed in the Incorporated Documents, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 3 contracts

Sources: Sales Agreement (Idaho Strategic Resources, Inc.), Sales Agreement (Idaho Strategic Resources, Inc.), Sales Agreement (Xos, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed or will be filed with the Commission and has been or will be declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notices by the Company. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby pursuant to this Agreement meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rulerule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements thereto, and all documents incorporated by reference therein Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and Prospectus, including any Permitted Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange). The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATPGNX.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereof, received notice registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 3 contracts

Sources: Sales Agreement (Progenics Pharmaceuticals Inc), Sales Agreement (Progenics Pharmaceuticals Inc), Sales Agreement (Progenics Pharmaceuticals Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agents that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent Agents as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent Agents and its their respective counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATNDRA.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At the Market Issuance Sales Agreement (ENDRA Life Sciences Inc.), At the Market Issuance Sales Agreement (ENDRA Life Sciences Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will shall not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATALZN.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 six months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing requirements. Except as disclosed in the Registration Statement, including the Incorporated Documents, or maintenance requirements of the Exchange. To Prospectus, the Company’s knowledge, Company believes that it is in compliance will be able to comply with all such the Exchange listing and maintenance requirements.

Appears in 2 contracts

Sources: At the Market Issuance Sales Agreement (Alzamend Neuro, Inc.), At the Market Issuance Sales Agreement (Alzamend Neuro, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of Ascendiant that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent Ascendiant as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent Ascendiant and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent Ascendiant has consented, which consent will shall not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATDPW.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing or maintenance requirements of requirements. Except as disclosed on Schedule 6(a), in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At the Market Issuance Sales Agreement (Ault Global Holdings, Inc.), At the Market Issuance Sales Agreement (DPW Holdings, Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Share is currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (NORDIC AMERICAN TANKERS LTD), At Market Issuance Sales Agreement (NORDIC AMERICAN TANKERS LTD)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and and, prior to the delivery of any Placement Notice, has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent ▇. ▇▇▇▇▇ Securities, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATOUST.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Ouster, Inc.), At Market Issuance Sales Agreement (Ouster, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of a Purchaser that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any No stop order of the Commission preventing or suspending any Prospectus, or the use effectiveness of the Registration Statement, or threatening or instituting has been issued, and, to the Company’s knowledge, no proceedings for that purposesuch purpose have been instituted by the Commission. The Registration Statement and and, assuming no act or omission on the part of a Purchaser that would make such statement untrue, the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said RuleRule 415. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent each Purchaser and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement SharesClosing Date, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent each Purchaser has consented, which any such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NAT.” The ICCC”. Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Immucell Corp /De/), Securities Purchase Agreement (Immucell Corp /De/)

Registration Statement and Prospectus. The Company and, assuming no act or omission on part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been or will be filed with the Commission and has been or will be declared effective under the Securities ActAct prior to the delivery of any Placement Notice by the Company. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties set forth in the first three (3) sentences of this Section 6(a) shall not be made by the Company as of the date of this Agreement.

Appears in 2 contracts

Sources: Sales Agreement (Acer Therapeutics Inc.), Sales Agreement (Acer Therapeutics Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of FBR that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent names FBR as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described described, or filedwill be filed within the timeframe required by the Securities Act and Exchange Act, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent FBR and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent FBR has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NAT.” The NVAX”. Except as disclosed in the Registration Statement, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Novavax Inc), At Market Issuance Sales Agreement (Novavax Inc)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) relating to the Placement Shares to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares Stock and Preferred Stock are currently quoted on the Exchange under the trading symbol symbols NAT.CSSEand “CSSEP,” respectively. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Chicken Soup for the Soul Entertainment, Inc.), At Market Issuance Sales Agreement (Chicken Soup for the Soul Entertainment, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of BRFBR that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent names BRFBR as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described described, or filedwill be filed within the timeframe required by the Securities Act and Exchange Act, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent BRFBR and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent BRFBR has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NAT.” The NVAX”. Except as disclosed in the Registration Statement, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Novavax Inc), At Market Issuance Sales Agreement (Novavax Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will shall not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATAUUD.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 six months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing requirements. Except as disclosed in the Registration Statement, including the Incorporated Documents, or maintenance requirements of the Exchange. To Prospectus, the Company’s knowledge, Company has no reason to believe that it is in compliance will be unable to comply with all such the Exchange listing and maintenance requirements.

Appears in 2 contracts

Sources: At the Market Issuance Sales Agreement (Auddia Inc.), At the Market Issuance Sales Agreement (Auddia Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Distribution Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Distribution Agent as the agent in the section entitled “Plan of Distribution.based solely on the information provided by the Distribution Agent. The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Distribution Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and Statement, the Prospectus Prospectus, and any Issuer Free Writing Prospectus (as defined below) to which the Distribution Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” NASDAQ. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange NASDAQ to the effect that the Company is not in material compliance with the listing or maintenance requirements of NASDAQ. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in material compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: Equity Distribution Agreement (Meridian Corp), Equity Distribution Agreement (Penns Woods Bancorp Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of ▇▇ ▇▇▇▇▇ that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name ▇▇ ▇▇▇▇▇ as an underwriter, acting as principal and/or agent, that the Agent as the agent Company might engage in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent ▇▇ ▇▇▇▇▇ and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent ▇▇ ▇▇▇▇▇ has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange NASDAQ Global Market under the trading symbol “NAT.” The NVAX”. Except as disclosed in the Registration Statement, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Novavax Inc), At Market Issuance Sales Agreement (Novavax Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of BRFBR that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent names BRFBR as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described described, or filedwill be filed within the timeframe required by the Securities Act and Exchange Act, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent BRFBR and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent BRFBR has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NAT.” The NVAX”. Except as disclosed in the Registration Statement, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Novavax Inc), At Market Issuance Sales Agreement (Novavax Inc)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S‑3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been or will be filed with the Commission and has been will be declared effective under the Securities ActAct prior to the issuance of any Placement Notices by the Company. The ATM Prospectus Supplement will name the Agent as the Company’s agent in the section entitled titled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet or will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been or will be so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld withheld, conditioned or delayed, or that is as required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATSANW.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance in all material respects with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (S&W Seed Co), At Market Issuance Sales Agreement (S&W Seed Co)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) relating to the Placement Shares to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATSUNW.” The Except for notices received by the Company regarding the Company’s failure to comply with the minimum bid price requirement of the Exchange, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, except with regards to the minimum bid price requirements of the Exchange, it is in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: Sales Agreement (Sunworks, Inc.), At Market Issuance Sales Agreement (Sunworks, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act Regulations and comply in all material respects with said Rulerule. Any statutes, regulations, document or contracts or other documents that are of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits an exhibit to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent MLV and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent MLV has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted listed on the Exchange under the trading symbol “NATAEZS.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectus, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements, other than compliance with minimum bid or market capitalization requirements, in respect of which the Company makes no representation or warranty.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Aeterna Zentaris Inc.), At Market Issuance Sales Agreement (Aeterna Zentaris Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The Prospectus Supplement will name names the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described described, or filedwill be filed within the timeframe required by the Securities Act and Exchange Act, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NAT.” The NVAX”. Except as disclosed in the Registration Statement, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Novavax Inc), At Market Issuance Sales Agreement (Novavax Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of ▇▇▇▇▇▇▇▇▇▇ that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent ▇▇▇▇▇▇▇▇▇▇ as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act Regulations and comply in all material respects with said Rulerule. Any statutes, regulations, document or contracts or other documents that are of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits an exhibit to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent ▇▇▇▇▇▇▇▇▇▇ and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent ▇▇▇▇▇▇▇▇▇▇ has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted listed on the Exchange under the trading symbol “NATAEZS.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectus, and except for any notice of an event in respect of which the Company subsequently regained listing compliance, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements, other than compliance with minimum bid or market capitalization requirements, in respect of which the Company makes no representation or warranty.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Aeterna Zentaris Inc.), At Market Issuance Sales Agreement (Aeterna Zentaris Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agents that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent Agents as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” Exchange. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To The Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (CorMedix Inc.), At Market Issuance Sales Agreement (CorMedix Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of a Purchaser that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any No stop order of the Commission preventing or suspending any Prospectus, or the use effectiveness of the Registration Statement, or threatening or instituting has been issued, and, to the Company’s knowledge, no proceedings for that purposesuch purpose have been instituted by the Commission. The Registration Statement and and, assuming no act or omission on the part of a Purchaser that would make such statement untrue, the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said RuleRule 415. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent each Purchaser and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement SharesClosing Date, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent each Purchaser has consented, which any such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NAT.” The TXCC”. Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Transwitch Corp /De), Securities Purchase Agreement (Transwitch Corp /De)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will shall not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATVERB.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 six months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing requirements. Except as disclosed in the Registration Statement, including the Incorporated Documents, or maintenance requirements of the Exchange. To Prospectus, the Company’s knowledge, Company has no reason to believe that it is in compliance will be unable to comply with all such the Exchange listing and maintenance requirements.

Appears in 2 contracts

Sources: At the Market Issuance Sales Agreement (Verb Technology Company, Inc.), At the Market Issuance Sales Agreement (Verb Technology Company, Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Act so long as no act or omission by the Agent would make the statement by the Company is a “foreign private issuer” as such term is defined untrue in Rule 3b-4 under the Exchange Actany material respect. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATCPIX.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 2 contracts

Sources: Sales Agreement (Cumberland Pharmaceuticals Inc), At Market Issuance Sales Agreement (Cumberland Pharmaceuticals Inc)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S 3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name names the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Preferred Stock is currently quoted on the Exchange under the trading symbol “NATOTRKP.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties set forth in the second sentence of this Section 6(a) shall not be made by the Company as of the date of this Agreement.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Ontrak, Inc.), At Market Issuance Sales Agreement (Ontrak, Inc.)

Registration Statement and Prospectus. The As of the date of this Agreement, the Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notice by the Company. The Prospectus Supplement will name the Agent as the agent agent, in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been or will be so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Shares under the Exchange Act, delisting the Shares from the Exchange, nor has the Company received any notification that is required by applicable law the Commission or the Exchange is contemplating terminating such registration or listing. To the Company's knowledge, it is in compliance with all applicable listing maintenance requirements of the Exchange. The Common Shares are currently quoted on Except as disclosed in the Exchange under Registration Statement and Prospectus Supplement, the trading symbol “NAT.” The Company has not, no reason to believe that it will not in the 12 months preceding the date hereof, received notice from the Exchange foreseeable future continue to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (Erayak Power Solution Group Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of ▇▇ ▇▇▇▇▇ that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name ▇▇ ▇▇▇▇▇ as an underwriter, acting as principal and/or agent, that the Agent as the agent Company might engage in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent ▇▇ ▇▇▇▇▇ and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent ▇▇ ▇▇▇▇▇ has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange NASDAQ Capital Market under the trading symbol “NAT.” The PPHM”. Except as disclosed in the Registration Statement, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, the Company’s knowledge, Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Peregrine Pharmaceuticals Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agents that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 S-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been or will be filed with the Commission and has been will be declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notices by the Company. The Prospectus Supplement will name the Agent Agents as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATCKPT.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (Checkpoint Therapeutics, Inc.)

Registration Statement and Prospectus. The Except as disclosed in the Registration Statement or Prospectus (including the Incorporated Documents), the Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 S-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been was declared effective by the Commission under the Securities ActAct on June 10, 2024. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATLTRN.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Atm Sales Agreement (Lantern Pharma Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement Agreement, assuming no act or omission on the part of the Agent that would make such statement untrue, meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared is effective under the Securities Act. The Any Prospectus Supplement will name the Agent as the agent in the section of such Prospectus Supplement entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATKOP.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Koppers Holdings Inc.)

Registration Statement and Prospectus. The Assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATMYO.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the material listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Myomo, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described in all material respects or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently quoted listed on the Exchange under the trading symbol “NATEARS.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Shares under the Exchange Act, received notice delisting the Common Shares from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (Auris Medical Holding AG)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent ▇. ▇▇▇▇▇ Securities, Fearnley and HCW as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or to the knowledge of the Company, threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable, in all material respects. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Ordinary Shares are currently quoted on the Exchange under the trading symbol “NAT▇▇▇▇.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Fusion Fuel Green PLC)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agents that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent Agents as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through ▇▇ED▇▇▇, to the Agent Agents and its their respective counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATNDRA.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (ENDRA Life Sciences Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed or will be filed with the Commission and has been or will be declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notices by the Company. The Base Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATAKBA.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (Akebia Therapeutics, Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name ThinkEquity as the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (ProPhase Labs, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of either Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is Registration Statement, which contains a “foreign private issuer” as such term is defined base prospectus and a preliminary prospectus supplement, in Rule 3b-4 under each case, to be used in connection with the Exchange Act. The Registration Statement public offering and sale of the Placement Shares, has been filed with the Commission Commission. The Company will file in final form the Prospectus Supplement relating to the public offering and sale of the Placement Shares in a form reasonably satisfactory to the Agents. The offer and sale of the Placement Shares through the Agents will be effected pursuant to the Registration Statement only after the Registration Statement has been declared effective under by the Securities ActCommission. The Prospectus Supplement relating to the Placement Shares will name the each Agent as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicablefiled by the Company. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the each Agent and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the each Agent has consented, which such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that delayed by the Agents. The Common Stock of the Company is required by applicable law or the listing maintenance requirements of currently listed on the Exchange. The Common Shares are currently quoted on Except as disclosed in the Exchange under Incorporated Documents or a Form 8-K filed with the trading symbol “NAT.” The Commission, the Company has not, in the 12 months preceding the date hereofsince August 31, 2019, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Brickell Biotech, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of Agents that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities ActCommission. The Prospectus Supplement will name Agents as underwriters, each acting as agent, that the Agent as the agent Company might engage in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent Agents and its their respective counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange NASDAQ Global Market under the trading symbol “NAT.” The ARYX”. Except as disclosed in the Registration Statement, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.. The Registration Statement has been declared effective under the Securities Act

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (ARYx Therapeutics, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed or will be filed with the Commission and has been or will be declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notices by the Company. As of each Applicable Time, the Registration Statement is effective. The ATM Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby pursuant to this Agreement meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rulerule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements thereto, and all documents incorporated by reference therein Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and Prospectus, including any Issuer Permitted Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange). The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATVSTM.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereof, received notice registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Controlled Equity Offering Sales Agreement (Verastem, Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and and, assuming no act or omission on the part of the Agent that would make such statement untrue, the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATAQMS.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties set forth in the first three (3) sentences of this Section 6(a) shall not be made by the Company as of the date of this Agreement.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Aqua Metals, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed or will be filed with the Commission and has been or will be declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notices by the Company. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATVTL.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereof, received notice registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Exchange, nor has the Company received any notification that the Commission or the Exchange to the effect is contemplating terminating such registration or listing or that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange and has no reason to believe that it will not in the foreseeable future continue to be in compliance with such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (Vital Therapies Inc)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 S-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Registration Statement is effective. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATSABS.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (SAB Biotherapeutics, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent Agents as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which Agents have consented. Except as disclosed in the Agent has consentedIncorporated Documents, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (Helius Medical Technologies, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, delayed or that is required by applicable law or law. The Common Stock is currently listed on the Exchange. To the Company’s knowledge, it is in compliance with all applicable listing maintenance requirements of the Exchange. The Common Shares are currently quoted on Exchange and the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance in all material respects with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Ashford Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent MLV and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent MLV has consented, which such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” ACAD”. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of and the Exchange. To Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Acadia Pharmaceuticals Inc)

Registration Statement and Prospectus. The Assuming no act or omission on the part of the Agent that would make the following untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S‑3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATASTC.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.Exchange which has not been

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (ASTROTECH Corp)

Registration Statement and Prospectus. The As of the date of this Agreement and at each Applicable Time, the Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notices by the Company. As of each Applicable Time, the Registration Statement is effective. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements . The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange. The Common Shares Exchange Act and are currently quoted listed on the Exchange under the trading symbol “NATNRSN.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereof, received notice from registration of the Ordinary Shares under the Exchange to Act, delisting the effect that the Company is not in compliance with the listing or maintenance requirements of Ordinary Shares from the Exchange. To Except as set forth in the Registration Statement and in the Prospectus, the Company has not received any notification that the Commission or the Exchange is contemplating terminating such registration or listing. Except as set forth in the Registration Statement and in the Prospectus, to the Company’s knowledgeknowledge (following due inquiry), it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Capital on Demand Sales Agreement (NeuroSense Therapeutics Ltd.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement Agreement, assuming no act or omission on the part of the Agents that would make such statement untrue, meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇ED▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATENG.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties set forth in the first three (3) sentences of this Section 6(a) shall not be made by the Company as of the date of this Agreement.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Englobal Corp)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of Aegis that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent Aegis as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent Aegis and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent Aegis has consented, which consent will shall not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATMICS.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has notnot since May 23, in the 12 months preceding the date hereof2022, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Singing Machine Co Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of ▇. ▇▇▇▇▇ FBR that would make such statement untrue, the transactions contemplated by this Agreement Agreement, meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been or will be filed with the Commission and has been or will be declared effective under the Securities ActAct prior to the issuance of any Placement Notices by the Company. The Prospectus Supplement will name the Agent ▇. ▇▇▇▇▇ FBR as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet or will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been or will be so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent ▇. ▇▇▇▇▇ FBR and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent ▇. ▇▇▇▇▇ FBR has consented, which such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” GERN”. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To , and the CompanyCompany does not believe, other than with respect to the Exchange’s knowledgebid price requirement, that it is will not in the foreseeable future continue to be in compliance in all material respects with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Geron Corp)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent ThinkEquity and ▇▇▇▇ as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the each Agent and its respective counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (Ampio Pharmaceuticals, Inc.)

Registration Statement and Prospectus. The As of the date of this Agreement, the Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been been, or will be, filed with the Commission and has been declared will become effective under the Securities ActAct prior to the issuance of any Placement Notice by the Company. The Prospectus Supplement will name the Agent as the agent agent, in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been or will be so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Capital on Demand Sales Agreement (Tvardi Therapeutics, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent MLV and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent MLV has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NAT.” The FPP”. Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Fieldpoint Petroleum Corp)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent MLV and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent MLV has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange NASDAQ under the trading symbol “NAT.” ACUR”. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange NASDAQ to the effect that the Company is not in compliance with the listing or maintenance requirements of the ExchangeNASDAQ. To The Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Acura Pharmaceuticals, Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent MLV and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent MLV has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” MNOV”. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of and the Exchange. To Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Medicinova Inc)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 (including General Instructions I.A. and I.B.) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Registration Statement is effective. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements . The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange. The Common Shares are Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATAPLM.” The Except as disclosed in the Registration Statement or the Prospectus, the Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Ordinary Shares under the Exchange Act, received notice delisting the Ordinary Shares from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such other applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (Apollomics Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement Agreement, assuming no act or omission on the part of the Agent that would make such statement untrue, meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section of such Prospectus Supplement entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATTLGT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.requirements of the Exchange

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Teligent, Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent ▇. ▇▇▇▇▇ Securities, Cantor, Northland and ▇▇▇▇ Capital Partners as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and and, without further inquiry, has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Ordinary Shares are currently quoted on the Exchange under the trading symbol “NATFUFU.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Bitfufu Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply in all material respects with the applicable conditions for the use of set forth in Form F-3 S-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been or will be filed with the Commission and has been will be declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notices by the Company. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said RuleRule 415. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been or will be so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATEFTR.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (eFFECTOR Therapeutics, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared become effective under the Securities Act. The Each Prospectus Supplement will name the Agent Underwriter as the agent underwriter, acting as agent, in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been or will be so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent Underwriter and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Closing Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent Underwriter has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” OSTK”. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Standby Equity Underwriting Agreement (OVERSTOCK.COM, Inc)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Registration Statement is effective. The Prospectus Supplement will name the each Agent as the an agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements . The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange. The Common Shares are Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATAURE.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Ordinary Shares under the Exchange Act, received notice delisting the Ordinary Shares from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (Aurelion Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 S-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which any such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATADMS.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (Adamas Pharmaceuticals Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent MLV and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent MLV has consented, which any such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under Exchange. Except as disclosed to MLV, (i) the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To , and (ii) the Company’s knowledge, Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Aveo Pharmaceuticals Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” Exchange. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To The Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (EyePoint Pharmaceuticals, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of Spartan that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent Spartan as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rulerule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent Spartan and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent Spartan has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATGPUS.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Hyperscale Data, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent J▇▇▇▇▇▇▇▇ LLC as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that . The Common Stock is required by applicable law or the listing maintenance requirements of currently listed on the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To The Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Open Market Sale Agreement (Abeona Therapeutics Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Registration Statement or Prospectus Supplement will name has named MLV as an underwriter, acting as agent, that the Agent as the agent Company might engage in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement the first Placement Notice is given hereunder have been delivered, or are available through ▇▇▇▇▇, to the Agent MLV and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent MLV has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange NYSE Amex under the trading symbol “NAT.” The MHR”. Except as disclosed in the Registration Statement, the Company has not, in the 12 months preceding the date hereofthe first Placement Notice is given hereunder, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (Magnum Hunter Resources Corp)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will shall not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATZEST.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 six months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing requirements. Except as disclosed in the Registration Statement, including the Incorporated Documents, or maintenance requirements of the Exchange. To Prospectus, the Company’s knowledge, Company has no reason to believe that it is in compliance will be unable to comply with all such the Exchange listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Ecoark Holdings, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 S-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities ActAct and will remain effective prior to any sales of Placement Shares hereunder. The Prospectus Supplement will name the Agent Agents as the agent agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the ExchangeProspectus. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NAT▇▇▇▇.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (Bridger Aerospace Group Holdings, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchangerequirements. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties set forth in the first three (3) sentences of this Section 6(a) shall not be made by the Company as of the date of this Agreement.

Appears in 1 contract

Sources: Sales Agreement (Broadwind, Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent Agents as the agent Agents in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the ExchangeProspectus. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATGTYH.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (GTY Technology Holdings Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will shall not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATOGEN.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 six months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing requirements. Except as disclosed in the Registration Statement, including the Incorporated Documents, or maintenance requirements of the Exchange. To Prospectus, the Company’s knowledge, Company has no reason to believe that it is in compliance will be unable to comply with all such the Exchange listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Oragenics Inc)

Registration Statement and Prospectus. The Except as disclosed in the Registration Statement or Prospectus (including the Incorporated Documents), the Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 S-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been was declared effective by the Commission under the Securities ActAct on February 4, 2026. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATSIDU.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Atm Sales Agreement (Sidus Space Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange ActAct (including General Instructions I.A and I.B). The Registration Statement has been filed or will be filed with the Commission and has been or will become effective, or be declared effective by the Commission under the Securities Act, prior to the issuance of any Placement Notices by the Company. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATAKBA.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (Akebia Therapeutics, Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of set forth in Form F-3 S-3 (including General Instructions I.A and I.B) under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Registration Statement is effective. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that . The Class A Common Stock is required by applicable law or the listing maintenance requirements registered pursuant to Section 12(b) of the Exchange. The Common Shares are Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATDNA.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereof, received notice registration of the Class A Common Stock under the Exchange Act or delisting the Class A Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (Ginkgo Bioworks Holdings, Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent KBW as the distribution agent in the section entitled "Plan of Distribution." The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Distribution Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and Statement, the Prospectus Prospectus, and any Issuer Free Writing Prospectus (as defined below) to which the Distribution Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” Nasdaq Global Market. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange Nasdaq to the effect that the Company is not in compliance with the listing or maintenance requirements of the ExchangeNasdaq. To The Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Southern Missouri Bancorp, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act Regulations and comply in all material respects with said Rulerule. Any statutes, regulations, document or contracts or other documents that are of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits an exhibit to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares hereunder other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted listed on the Exchange under the trading symbol “NAT.” The YVR”. Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectus, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements, other than compliance with minimum bid or market capitalization requirements, in respect of which the Company makes no representation or warranty. As of the date of this Agreement, the Company is subject to the limitations contained in General Instruction I.B.5 of Form F-3.

Appears in 1 contract

Sources: Sales Agreement (Liquid Media Group Ltd.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled "Plan of Distribution." The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld . Other than as disclosed in the Registration Statement or delayed, or that is required Prospectus (including any document deemed incorporated by applicable law or reference therein) the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (ALKALINE WATER Co INC)

Registration Statement and Prospectus. The As of the date of this Agreement, the Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notice by the Company. The Prospectus Supplement will name the Agent as the agent agent, in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been or will be so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, delisting the Common Stock from the Exchange, nor has the Company received any notification that is required by applicable law the Commission or the Exchange is contemplating terminating such registration or listing. To the Company's knowledge, it is in compliance with all applicable listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, no reason to believe that it will not in the 12 months preceding the date hereof, received notice from the Exchange foreseeable future continue to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Capital on Demand Sales Agreement (Virios Therapeutics, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent MLV as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent MLV and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent MLV has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares Stock are currently quoted on the Exchange under the trading symbol “NAT.” The ASTM”. Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Aastrom Biosciences Inc)

Registration Statement and Prospectus. The As of the date of this Agreement, the Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been or will be filed with the Commission and has been or will be declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notice by the Company. The Prospectus Supplement will name the Agent Agents as the agent agents and Ladenburg as QIU, in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been or will be so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent Agents and its their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which Agents have consented (any such consent will not to be unreasonably withheld withheld, condition or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange). The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s 's knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (Siebert Financial Corp)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under Prior to the Exchange Act. The issuance of any Placement Notice by the Company, the Registration Statement has will have been filed with by the Commission Company with, and has been declared effective under the Securities ActAct by, the Commission. The Prospectus Supplement will name the Agent as the agent Agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” Exchange. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To The Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (CorMedix Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of Aegis that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent Aegis as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent Aegis and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent Aegis has consentedconsented in writing in advance, which consent will shall not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATINHD.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, not received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Inno Holdings Inc.)

Registration Statement and Prospectus. The Assuming no act or omission on the part of the Agent that would make this statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has and, prior to the issuance of any Placement Notice by the Company, will have been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATPLL.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Piedmont Lithium Inc.)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consented (any such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange). The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATCLSN.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Capital on Demand Sales Agreement (Celsion CORP)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been or will be filed with the Commission and has been be declared effective under the Securities ActAct prior to the issuance of any Placement Notice by the Company. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted and/or listed on the Exchange under the trading symbol “NAT.” Exchanges. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange NASDAQ or TSE to the effect that the Company is not in compliance with the listing or maintenance requirements of such Exchanges. The Company has no reason to believe that it will not in the Exchange. To the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Medicinova Inc)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will shall not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATACON.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 six months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the Exchange’s listing requirements. Except as disclosed in the Registration Statement, including the Incorporated Documents, or maintenance requirements of the Exchange. To Prospectus, the Company’s knowledge, Company has no reason to believe that it is in compliance will be unable to comply with all such the Exchange listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Aclarion, Inc.)

Registration Statement and Prospectus. The Company and, assuming no act or omission on the part of WDCO that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission SEC and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent WDCO as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission SEC preventing or suspending the use of the Registration Statement, Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts contracts, or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission SEC on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent WDCO and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent WDCO has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted listed on the Exchange under the trading symbol “NATGPUS.” The Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of requirements. Except as disclosed in the Exchange. To Registration Statement, including the Company’s knowledgeIncorporated Documents, or the Prospectus, the Company has no reason to believe that it is will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Hyperscale Data, Inc.)

Registration Statement and Prospectus. The Assuming no act or omission on the part of the Agent that would make such statement untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S‑3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATANIX.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Anixa Biosciences Inc)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent KBW as the distribution agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Distribution Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and Statement, the Prospectus Prospectus, and any Issuer Free Writing Prospectus (as defined below) to which the Distribution Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NAT.” Nasdaq Global Market. The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange Nasdaq to the effect that the Company is not in compliance with the listing or maintenance requirements of the ExchangeNasdaq. To The Company has no reason to believe that it will not in the Company’s knowledge, it is foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Unity Bancorp Inc /Nj/)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed or will be filed with the Commission and has been or will be declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notices by the Company. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which such consent will not to be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATTRIV.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereof, received notice registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Exchange, nor has the Company received any notification that the Commission or the Exchange to the effect is contemplating terminating such registration or listing or that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such applicable listing and maintenance requirementsrequirements of the Exchange.

Appears in 1 contract

Sources: Sales Agreement (TriVascular Technologies, Inc.)

Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S‑3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and and, assuming no act or omission on the part of the Agent that would make such statement untrue, the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) relating to the Placement Shares to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are Stock is currently quoted on the Exchange under the trading symbol “NATBSQR.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements. Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties set forth in the first three (3) sentences of this Section 6(a) shall not be made by the Company as of the date of this Agreement.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Bsquare Corp /Wa)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, which consented (such consent will not to be unreasonably withheld withheld, conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange). The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted listed on the Exchange under the trading symbol “NATBPTH.” The Company has nottaken no action designed to, in or likely to have the 12 months preceding effect of, terminating the date hereofregistration of the Common Stock under the Exchange Act, received notice delisting the Common Stock from the Exchange to Exchange, nor has the effect Company received any notification that the Company Commission or the Exchange is not in compliance with the listing contemplating terminating such registration or maintenance requirements of the Exchangelisting. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (Bio-Path Holdings Inc)

Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-3 S-3 under the Securities Act. The Company is a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through E▇▇▇▇, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented. Except as disclosed in the Incorporated Documents, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Shares are currently quoted on the Exchange under the trading symbol “NAT.” The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements.

Appears in 1 contract

Sources: Sales Agreement (Helius Medical Technologies, Inc.)