Common use of Registration Statement; Prospectus Clause in Contracts

Registration Statement; Prospectus. A registration statement (Registration No. 333-185946) on Form S-3, including a related Base Prospectus (as hereinafter defined), relating to the Units, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and has been filed and declared effective by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act. The Partnership will file with the Commission a Final Prospectus (as hereinafter defined) in accordance with Rule 424(b) under the Securities Act. As filed, such Final Prospectus shall contain all information required by the Securities Act, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Time of Sale (as hereinafter defined) or, to the extent not completed at the Time of Sale, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus (as hereinafter defined)) as the Partnership has advised you, prior to the Time of Sale, will be included or made therein. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Inergy Midstream, L.P.), Letter Agreement (Crestwood Midstream Partners LP)

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Registration Statement; Prospectus. A registration statement (Registration No. 333-185946146428) on Form S-3S-3 with respect to the Units, including a related Base Basic Prospectus (as hereinafter defineddefined below), relating to the Units, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and has been filed the rules and declared effective by regulations thereunder (the “1933 Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) and has been filed and declared effective by the Commission under the Securities 1933 Act. The Partnership will file with the Commission a Final Prospectus (as hereinafter defineddefined below) in accordance with Rule 424(b) under the Securities Act). As filed, such Final Prospectus shall contain all information required by the Securities Act1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you the Representatives prior to the Execution Time of Sale (as hereinafter defined) or, to the extent not completed at the Time of SaleExecution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Basic Prospectus and any Preliminary Prospectus (as hereinafter defined)Prospectus) as the Partnership has advised youthe Representatives, prior to the Time of SaleExecution Time, will be included or made therein. Copies of such registration statementRegistration Statement, including any amendments thereto, each related preliminary prospectus Preliminary Prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (EV Energy Partners, LP), Underwriting Agreement (EV Energy Partners, LP)

Registration Statement; Prospectus. A registration statement (Registration No. 333-185946136200) on Form S-3S-3 with respect to the Units, including a related Base Prospectus (as hereinafter defined), relating to the Units, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “SEC”) and has been filed and declared effective by the United States Securities and Exchange Commission (the “Commission”) SEC under the Securities 1933 Act. Such Registration Statement, including any amendments thereto filed prior to the Applicable Time, has become effective. The Partnership will file with the Commission SEC a Final Prospectus (as hereinafter defineddefined below) in accordance with Rule 424(b) under the Securities Act). As filed, such Final Prospectus shall contain all information required by the Securities Act1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters Underwriter shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Applicable Time of Sale (as hereinafter defined) or, to the extent not completed at the Time of SaleApplicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus (as hereinafter defined)Prospectus) as the Partnership has advised you, prior to the Time of SaleApplicable Time, will be included or made therein. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the UnderwritersUnderwriter. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Inergy Holdings, L.P.)

Registration Statement; Prospectus. A registration statement (Registration No. 333-185946132287) on Form S-3S-3 with respect to the Units, including a related Base Basic Prospectus (as hereinafter defined), relating to the Units, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and has been filed the rules and declared effective by regulations thereunder (the “Securities Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) and has been filed and declared effective by the Commission under the Securities Act. The Partnership will file with the Commission a Final Prospectus (as hereinafter defined) in accordance with Rule 424(b) under of the Securities ActAct Rules and Regulations. As filed, such Final Prospectus shall contain all information required by the Securities ActAct and the Securities Act Rules and Regulations, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time of Sale (as hereinafter defined) or, to the extent not completed at the Time of SaleExecution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Basic Prospectus and any Preliminary Prospectus (as hereinafter defined)) as the Partnership has advised you, prior to the Time of SaleExecution Time, will be included or made therein. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Inergy L P)

Registration Statement; Prospectus. A registration statement (Registration No. 333-185946158066) on Form S-3S-3 with respect to the Units, including a related Base Basic Prospectus (as hereinafter defined), relating to the Units, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and has been filed the rules and declared effective by regulations thereunder (the “Securities Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) and has been filed and declared effective by the Commission under the Securities Act. The Partnership will file with the Commission a Final Prospectus (as hereinafter defined) in accordance with Rule 424(b) under of the Securities ActAct Rules and Regulations. As filed, such Final Prospectus shall contain all information required by the Securities ActAct and the Securities Act Rules and Regulations, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time of Sale (as hereinafter defined) or, to the extent not completed at the Time of SaleExecution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Basic Prospectus and any Preliminary Prospectus (as hereinafter defined)) as the Partnership has advised you, prior to the Time of SaleExecution Time, will be included or made therein. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Inergy L P)

Registration Statement; Prospectus. A registration statement (Registration No. 333-185946132287) on Form S-3S-3 with respect to the Units, including a related Base Basic Prospectus (as hereinafter defined), relating to the Units, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “SEC”) and has been filed and declared effective by the United States Securities and Exchange Commission (the “Commission”) SEC under the Securities 1933 Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Partnership will file with the Commission SEC a Final Prospectus (as hereinafter defineddefined below) in accordance with Rule 424(b) under the Securities Act). As filed, such Final Prospectus shall contain all information required by the Securities Act1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time of Sale (as hereinafter defined) or, to the extent not completed at the Time of SaleExecution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Basic Prospectus and any Preliminary Prospectus (as hereinafter defined)Final Prospectus) as the Partnership has advised you, prior to the Time of SaleExecution Time, will be included or made therein. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the UnderwritersRepresentatives. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Inergy L P)

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Registration Statement; Prospectus. A registration statement (Registration No. 333-185946122466) on Form S-3S-1 with respect to the Units, including a related Base Prospectus (preliminary prospectus, and such amendments to such registration statement as hereinafter defined), relating may have been required to the Unitsdate of this Agreement, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “SEC”) and has been filed and declared effective by the United States Securities and Exchange Commission (the “Commission”) SEC under the Securities 1933 Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Partnership Company will file with the Commission SEC a Final Prospectus (as hereinafter defined) final prospectus in accordance with Rule 424(b) under the Securities Act). As filed, such Final Prospectus final prospectus shall contain all information required by the Securities Act1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time of Sale (as hereinafter defined) or, to the extent not completed at the Time of SaleExecution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any latest Preliminary Prospectus (as hereinafter defined)Prospectus) as the Partnership Company has advised you, prior to the Time of SaleExecution Time, will be included or made therein. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the UnderwritersRepresentative. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Inergy Holdings, L.P.)

Registration Statement; Prospectus. A registration statement (Registration No. 333-185946179981) on Form S-3S-3 with respect to the Securities, including a related Base Basic Prospectus (as hereinafter defineddefined below), relating to the Units, has been prepared by the Partnership Issuers pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and has been filed the rules and declared effective by regulations thereunder (the “1933 Act Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) ), has been filed with the Commission under the Securities 1933 Act and is effective under the 1933 Act. The Partnership 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. The Issuers will file with the Commission a Final Prospectus (as hereinafter defineddefined below) in accordance with Rule 424(b) under the Securities Act). As filed, such Final Prospectus (i) shall contain all information required by the Securities Act1933 Act and the 1933 Act Rules and Regulations, except to the extent that the Representative on behalf of the Underwriters shall agree in writing to a modification, and (ii) shall be in all substantive respects in the form furnished to you the Representative prior to the Execution Time of Sale (as hereinafter defined) or, to the extent not completed at the Time of SaleExecution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Basic Prospectus and any Preliminary Prospectus (as hereinafter defined)Prospectus) as the Partnership has Issuers have advised you, the Representative prior to the Execution Time of Sale, will be included or made therein. Copies of such registration statementRegistration Statement, including any amendments thereto, each related preliminary prospectus Preliminary Prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership Issuers to the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (EV Energy Partners, LP)

Registration Statement; Prospectus. A registration statement (Registration No. 333-185946132287) on Form S-3S-3 with respect to the Units, including a related Base Basic Prospectus (as hereinafter defined), relating to the Units, has been prepared by the Partnership pursuant to and in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “SEC”) and has been filed and declared effective by the United States Securities and Exchange Commission (the “Commission”) SEC under the Securities 1933 Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Partnership will file with the Commission SEC a Final Prospectus (as hereinafter defineddefined below) in accordance with Rule 424(b) under the Securities Act). As filed, such Final Prospectus shall contain all information required by the Securities Act1933 Act and the 1933 Act Rules and Regulations, except to the extent the Underwriters Underwriter shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time of Sale (as hereinafter defined) or, to the extent not completed at the Time of SaleExecution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Basic Prospectus and any Preliminary Prospectus (as hereinafter defined)Final Prospectus) as the Partnership has advised you, prior to the Time of SaleExecution Time, will be included or made therein. Copies of such registration statement, including any amendments thereto, each related preliminary prospectus contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Partnership to the UnderwritersUnderwriter. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Inergy L P)

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