Registration Statement Review Sample Clauses
The Registration Statement Review clause outlines the process by which a regulatory authority or designated party examines and evaluates a company's registration statement before it becomes effective. Typically, this involves a detailed review of the submitted documents to ensure compliance with applicable laws and disclosure requirements, and may include requests for additional information or amendments. The core function of this clause is to ensure that all necessary information is accurately disclosed to protect investors and maintain market integrity before securities are offered to the public.
Registration Statement Review. The Company shall (i) (A) provide the Underwriters and their representatives a reasonable advance opportunity to review and comment on any registration statement, statutory prospectus, prospectus and proxy statement, including exhibits and financial statements included therein, to be filed in connection with the initial Business Combination, prior to each such filing, (B) provide each Underwriter and its representatives a reasonable advance opportunity to review and comment on any document that names or describes such Underwriter, whether or not such document is filed, (C) give reasonable consideration to any comments made by the Underwriters and their representatives, and (D) consider in good faith including in any such filing, document or response all comments reasonably proposed by the Underwriters and their representatives; provided that any information naming or describing an Underwriter must be in a form and content reasonably satisfactory to such Underwriter; and (ii) upon the request by the Underwriters, promptly file an amendment to any registration statement, statutory prospectus, prospectus and proxy statement, including exhibits and financial statements included therein, filed in connection with the initial Business Combination, to correct any information to the extent that such information shall have become false or misleading in any material respect, or to correct any material omissions therefrom.
Registration Statement Review. If the Representative is engaged by the Company as a financial advisor, consultant, placement agent, underwriter, or similar role in connection with the Company’s Business Combination, the Company shall provide the Representative and its counsel a reasonable advance opportunity to review and comment on any portion of any registration statement, statutory prospectus, prospectus, proxy statement, press release, investor presentation, Current Report on Form 8-K or other public filing, submission or communication made in connection with the initial Business Combination that names, describes or otherwise refers to any Underwriter, its role in the Offering, the Deferred Underwriting Commission, the Representative ▇▇▇▇▇▇, or any waiver, consent, resignation, agreement or other action taken by any Underwriter in connection with the Offering or otherwise. No such reference shall be included unless the description of such Underwriter and its role is in form and substance reasonably satisfactory to such Underwriter; provided, however, that the Representative and its counsel shall use commercially reasonable efforts to provide any comments within such period as is reasonably requested by the Company, taking into account applicable filing deadlines, market conditions or regulatory requirements. The Company shall promptly correct any such reference that has become false or misleading in any material respect or that omits a material fact necessary to make such reference, in light of the circumstances under which it was made, not misleading. For the avoidance of doubt, no Underwriter shall have any obligation to review or comment on any such document, and any review, comment or failure to comment by any Underwriter shall not be deemed to constitute participation in, endorsement of, or the provision of financial advisory, underwriting, due diligence or other services in connection with the initial Business Combination.
Registration Statement Review. At the initial Closing the Company shall pay ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“GM”) a flat fee of $10,000 for its review of the Registration Statement as provided for by the Registration Rights Agreement. GM shall be a third party beneficiary of this Agreement with respect to such payment.