Common use of Registration Statements and Prospectuses Clause in Contracts

Registration Statements and Prospectuses. The Company has filed with the Commission the Registration Statement and such amendments to such Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of the Registration Statement and no Proceedings or examination for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares and the offering thereof, that omitted the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein as of the date of such prospectus.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Applied Dna Sciences Inc), Securities Purchase Agreement (Applied Dna Sciences Inc)

AutoNDA by SimpleDocs

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to and any amendment thereto has become effective under the date of this Agreement, covering 1933 Act. No stop order suspending the registration effectiveness of the Shares under Registration Statement or the Securities Act, which ADS Registration Statement or any post-effective amendment thereto has been declared effective issued by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities 1933 Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or suspending are pending or, to the effectiveness Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and no Proceedings or examination for such purpose are pending before orthe ADS Registration Statement and any post-effective amendment thereto, to at the knowledge time it became effective, complied in all material respects with the requirements of the Company1933 Act and the 1933 Act Regulations. Each preliminary prospectus, threatened by the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement delivered to the Base Prospectus (including Underwriters for use in connection with the Base Prospectus as so supplemented) that described offering of the Shares Offered Securities and the offering thereof, that omitted the Rule 430B Information and that Prospectus was distributed to investors prior or will be identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectusextent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Time Prospectus and the ADS Registration Statement and the filing of Sale Prospectus or the Registration Statement, any preliminary prospectus, the Prospectus shall be deemed to refer to and include the documents incorporated ADS Registration Statement with the Commission have been duly authorized by reference therein as and on behalf of the date Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such prospectusauthorization.

Appears in 2 contracts

Samples: Underwriting Agreement (Biophytis SA), Underwriting Agreement (Genfit S.A.)

Registration Statements and Prospectuses. The Company (i) An “automatic shelf registration statement” as defined under Rule 405 under the Act of 1933, as amended, (the “Act”) (such Act, together with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) promulgated thereunder), on Form F-3ASR (File No. 333-173509) in respect of the Securities has been filed with the Commission not earlier than three years prior to the Registration Statement date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such amendments registration statement or any part thereof has been issued, and, to the best knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as may have part of such registration statement, in the form in which it has most recently been required filed with the Commission on or prior to the date of this Agreement, covering the registration of the Shares under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of the Registration Statement and no Proceedings or examination for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein hereinafter called the “Base Prospectus.” Each ”; any preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplementedany preliminary prospectus supplement) that described the Shares and the offering thereof, that omitted the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Base Prospectus, as amended and supplemented by the documents listed in Schedule I hereto immediately prior to the Applicable Time (as defined in Section 1(e) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus.” Any ”; any reference herein to the Base Prospectus, the Time of Sale Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such prospectus, as the case may be; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Base Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”)); and (ii) the Company and the Depositary have also filed with the Commission a registration statement on Form F-6 (No. 333-181036) filed on April 30, 2012, Form F-6/A (No. 333-181036) filed on May 2, 2012, and a related prospectus, which may be in the form of an ADR certificate (the “Registration Statement on Form F-6”), for the registration under the Act of the ADSs evidenced by ADRs, have filed such amendments thereto and such amended prospectuses as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. The Registration Statement on Form F-6, as amended at the time it becomes effective (including by the filing of any post-effective amendments thereto), and the prospectuses included therein, as then amended, are hereinafter called the “ADR Registration Statement” and the “ADR Prospectus,” respectively.

Appears in 2 contracts

Samples: Underwriting Agreement (Corpbanca/Fi), Corpbanca (Corpbanca/Fi)

Registration Statements and Prospectuses. The Company has filed with meets the Commission requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement Statements is an “automatic shelf registration statement” (as defined in Rule 405) and such amendments to such Registration Statement as may the Securities have been required to and remain eligible for registration by the date of this Agreement, covering the Company on such automatic shelf registration statements. Each of the Shares Registration Statements has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statements has been issued under the 1933 Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of the Registration Statement has been issued and no Proceedings proceedings for any of those purposes have been instituted or examination for such purpose are pending before or, to the knowledge Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the CompanyRegistration Statements and any post-effective amendment thereto, threatened by at the time of its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission. The prospectus , complied in all material respects with the form in which it appeared in requirements of the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each 1933 Act Regulations and each preliminary prospectus supplement and the Prospectus delivered to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares and the Underwriter for use in connection with this offering thereof, that omitted the Rule 430B Information and that was distributed to investors prior identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectus, the Time of Sale Prospectus extent permitted by Regulation S-T. The documents incorporated or the Prospectus shall be deemed to refer to and include the documents be incorporated by reference therein as in the Registration Statements and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the date 1934 Act and the rules and regulations of such prospectusthe Commission under the 1934 Act (the “1934 Act Regulations”).

Appears in 1 contract

Samples: Underwriting Agreement (Cousins Properties Inc)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement and any amendment thereto has become effective under the Securities Act. The Form 8-A Registration Statement has become effective as may have been required to the date of this Agreement, covering the registration provided in Section 12 of the Shares Exchange Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus or the Time of Sale Prospectus, the Prospectus or suspending the effectiveness any free writing prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the Registration Statement and no Proceedings Securities Act have been instituted or examination for such purpose are pending before or, to the knowledge Company’s best knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the CompanyRegistration Statement, threatened by the Commission. The prospectus in the form in which it appeared in the ADS Registration Statement and any post-effective amendment thereto, at the Effective Time is herein called time it became effective, the “Base Prospectus.” Each preliminary prospectus supplement to Closing Date (as defined in Section ‎2 hereof) and any Option Closing Date (as defined in Section ‎2 hereof) complied and will comply in all material respects with the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares Securities Act and the offering thereof, that omitted applicable rules and regulations of the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Commission thereunder. Each Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare Prospectus and file any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, the Closing Date and any Option Closing Date complied and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission a final prospectus supplement thereunder. Each Time of Sale Prospectus delivered to the Base Underwriters for use in connection with this offering and the Prospectus relating was or will be identical to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (Prospectus.” Any reference herein XXXXX”), except to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated extent permitted by reference therein as of the date of such prospectus.Regulation S-T.

Appears in 1 contract

Samples: Underwriting Agreement (UP Fintech Holding LTD)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to and any amendment thereto has become effective under the date of this Agreement, covering 1933 Act. No stop order suspending the registration effectiveness of the Shares under Registration Statement or the Securities Act, which ADS Registration Statement or any post-effective amendment thereto has been declared effective issued by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities 1933 Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or suspending are pending or, to the effectiveness Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and no Proceedings or examination for such purpose are pending before orthe ADS Registration Statement and any post-effective amendment thereto, to at the knowledge time it became effective, complied in all material respects with the requirements of the Company1933 Act and the 1933 Act Regulations. Each preliminary prospectus, threatened by the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement delivered to the Base Prospectus (including Underwriter for use in connection with the Base Prospectus as so supplemented) that described offering of the Shares Offered Securities and the offering thereof, that omitted the Rule 430B Information and that Prospectus was distributed to investors prior or will be identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectusextent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Time Prospectus and the ADS Registration Statement and the filing of Sale Prospectus or the Registration Statement, any preliminary prospectus, the Prospectus shall be deemed to refer to and include the documents incorporated ADS Registration Statement with the Commission have been duly authorized by reference therein as and on behalf of the date Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such prospectusauthorization.

Appears in 1 contract

Samples: Underwriting Agreement (Biophytis SA)

Registration Statements and Prospectuses. The Company has filed with meets the Commission requirements for use of Form F-3 under the 1933 Act. Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares and any post-effective amendment thereto has become effective under the Securities Act, which has been declared effective by the Commission under the Securities 1933 Act. “Registration Statement” at any particular time means such registration statement in No stop order suspending the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose effectiveness of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of or the time specified in Rule 430B. The Commission ADS Registration Statement or any post-effective amendment thereto has not been issued any under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending has been issued by the effectiveness of the Registration Statement Commission and no Proceedings proceedings for any of those purposes have been instituted by the Commission or examination for such purpose are pending before or, to the knowledge of the Company, threatened contemplated by the Commission. The prospectus in Company has complied with each request (if any) from the form in which it appeared in Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the Effective Time is herein called time it became effective, and at each deemed effective date with respect to the “Base Prospectus.” Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus supplement and the Prospectus delivered to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares and Underwriters for use in connection with the offering thereof, that omitted of the Rule 430B Information and that Offered ADSs was distributed to investors prior or will be identical in all substantive respects to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectusextent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Time Prospectus and the ADS Registration Statement and the filing of Sale Prospectus or the Registration Statement, any preliminary prospectus, the Prospectus shall be and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization. The documents incorporated or deemed to refer to and include the documents be incorporated by reference therein as in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the date of such prospectus1934 Act and the 1934 Act Regulations.

Appears in 1 contract

Samples: Underwriting Agreement (Cellectis S.A.)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including and any amendment thereto and any registration statement filed for has become effective under the purpose 1933 Act. No stop order suspending the effectiveness of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of or the time specified in Rule 430B. The Commission ADS Registration Statement or any post-effective amendment thereto has not been issued any under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of the Registration Statement has been issued and no Proceedings proceedings for any of those purposes or examination for such purpose pursuant to Section 8A under the 1933 Act have been instituted or are pending before or, to the knowledge of the Company’s knowledge, threatened by the Commission. The prospectus in Company has complied with each request (if any) from the form in which it appeared in Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the Effective time it became effective, the Applicable Time, the Closing Time is herein called and any Date of Delivery complied and will comply in all material respects with the “Base Prospectus.” requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus supplement delivered to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares Underwriters for use in connection with this offering and the offering thereof, that omitted the Rule 430B Information and that Prospectus was distributed to investors prior or will be identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated extent permitted by reference therein as of the date of such prospectus.Regulation S-T.

Appears in 1 contract

Samples: Evotec SE

Registration Statements and Prospectuses. The Company has filed with the Commission the April 2013 Registration Statement and such amendments to such Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares under the Securities Act, which has been declared effective by the Commission. The June 2013 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 ActAct has been received by the Company. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any No order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of either of the Registration Statement Statements has been issued by the Commission, and no Proceedings proceeding for that purpose or examination for such purpose are pending before or, pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or to the knowledge of the Company, Company threatened by the Commission. The prospectus in ; as of the form in which it appeared in applicable effective date of each such Registration Statement and any post-effective amendment thereto, each of the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares Statements and the offering thereof, that omitted the Rule 430B Information any such post-effective amendment complied and that was distributed to investors prior to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file comply in all material respects with the Commission Securities Act, and did not and will not contain any untrue statement of a final prospectus supplement material fact or omit to state a material fact required to be stated therein or necessary in order to make the Base Prospectus relating to the Shares statements therein not misleading; and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein as of the date of the Prospectuses and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectuses complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to the Company in writing by such prospectusUnderwriter through the Representatives expressly for use in the Registration Statements and the Prospectuses and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

Appears in 1 contract

Samples: Clovis Oncology, Inc.

Registration Statements and Prospectuses. The Company Each of the Registration Statement, any amendment thereto, the ADS Registration Statement and any amendment thereto has filed with become effective under the Commission 1933 Act. No stop order suspending the effectiveness of the Registration Statement and such amendments to such (or any post-effective amendment thereto), or the ADS Registration Statement as may have (or any post-effective amendment thereto), has been required to the date of this Agreement, covering the registration of the Shares issued under the Securities 1933 Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or suspending are pending or, to the effectiveness Company’s knowledge, contemplated. Each of the Registration Statement (and no Proceedings or examination for such purpose are pending before orany post-effective amendment thereto), to and the knowledge ADS Registration Statement (and any post-effective amendment thereto), at the time it became effective, complied in all material respects with the requirements of the Company1933 Act and the 1933 Act Regulations. Each preliminary prospectus, threatened by the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement delivered to the Base Prospectus (including Underwriters for use in connection with the Base Prospectus as so supplemented) that described offering of the Shares Securities and the offering thereof, that omitted the Rule 430B Information and that Prospectus was distributed to investors prior or will be identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base extent permitted by Regulation S-T. The European Prospectus, the Time as of Sale Prospectus its date, and as amended or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein supplemented, if applicable, as of the date of such amendment or supplement, will comply in form, substance and content (save for those requirements from which an exemption has been granted by the FSMA) with the requirements of the laws of Belgium, applicable rules and regulations and, in particular, it will contain the information required under the Belgian law of 16 June 2006 on public offerings of investment instruments and admission to trading on a regulated market, as amended (the “Belgian Prospectus Law”) and the European Commission Regulation (EC) No 809/2004 of 29 April, 2004, as amended (the “European Prospectus Regulation”). The Registration Statement, any preliminary prospectus, the Prospectus, the European Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission and the filing of the European Prospectus with the FSMA have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.

Appears in 1 contract

Samples: Underwriting Agreement (Ablynx NV)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including and any amendment thereto and any registration statement filed for has become effective under the purpose 1933 Act. No stop order suspending the effectiveness of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of or the time specified in Rule 430B. The Commission ADS Registration Statement or any post-effective amendment thereto has not been issued any under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or suspending are pending or, to the effectiveness Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and no Proceedings or examination for such purpose are pending before orthe ADS Registration Statement and any post-effective amendment thereto, to at the knowledge time it became effective, complied in all material respects with the requirements of the Company1933 Act and the 1933 Act Regulations. Each preliminary prospectus, threatened by the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement delivered to the Base Prospectus (including Underwriters for use in connection with the Base Prospectus as so supplemented) that described offering of the Shares Offered ADSs and the offering thereof, that omitted the Rule 430B Information and that Prospectus was distributed to investors prior or will be identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectusextent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Time Prospectus and the ADS Registration Statement and the filing of Sale Prospectus or the Registration Statement, any preliminary prospectus, the Prospectus shall be deemed to refer to and include the documents incorporated ADS Registration Statement with the Commission have been duly authorized by reference therein as and on behalf of the date Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such prospectusauthorization.

Appears in 1 contract

Samples: Underwriting Agreement (Gensight Biologics S.A.)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement and any amendment thereto has become effective under the Securities Act. The Form 8-A Registration Statement has become effective as may have been required to the date of this Agreement, covering the registration provided in Section 12 of the Shares Exchange Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus or the Time of Sale Prospectus, the Prospectus or suspending the effectiveness any free writing prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the Registration Statement and no Proceedings Securities Act have been instituted or examination for such purpose are pending before or, to the knowledge Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the CompanyRegistration Statement, threatened by the Commission. The prospectus in the form in which it appeared in the ADS Registration Statement and any post-effective amendment thereto, at the Effective Time is herein called time it became effective, the “Base Prospectus.” Each preliminary prospectus supplement to Closing Date (as defined in Section 2 hereof) and any Option Closing Date (as defined in Section 2 hereof) complied and will comply in all material respects with the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares Securities Act and the offering thereof, that omitted applicable rules and regulations of the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Commission thereunder. Each Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare Prospectus and file any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, the Closing Date and any Option Closing Date complied and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission a final prospectus supplement thereunder. Each Time of Sale Prospectus delivered to the Base Underwriters for use in connection with this offering and the Prospectus relating was or will be identical to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (Prospectus.” Any reference herein XXXXX”), except to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated extent permitted by reference therein as of the date of such prospectus.Regulation S-T.

Appears in 1 contract

Samples: Underwriting Agreement (X Financial)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares and any post-effective amendment thereto has become effective under the Securities 1933 Act. The Danish FSA has confirmed that they have no further comments, which has been declared effective subject to pricing and final dates and the Danish Prospectus is expected to be approved by the Commission under Danish FSA and made public on [•], 2020. No stop order suspending the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose effectiveness of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of or the time specified in Rule 430B. The Commission ADS Registration Statement or any post-effective amendment thereto has not been issued any under the 1933 Act. No order preventing or suspending the use of any preliminary prospectus or prospectus, the Prospectus or suspending the effectiveness Danish Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened by the Commission or the Danish FSA, as applicable. The information contained in both the Danish Prospectus and the Prospectus are consistent in all material respects. The Company has complied with each request (if any) from the Commission or the Danish FSA, as applicable, for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Danish Prospectus, at the time the Danish FSA confirmed “no Proceedings or examination for such purpose further comments”, complied and, at the time of approval, will comply with the Consolidated Act no. 337 of 2 April 2020 on capital markets, including any regulations made pursuant thereto (the “Capital Markets Act”), the Regulation (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are pending before or, offered to the knowledge public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, including delegated acts (together with the Capital Markets Act, the “Prospectus Regulation”), as applicable. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the Company, threatened by 1933 Act and the Commission1933 Act Regulations. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement delivered to the Base Prospectus (including Underwriters for use in connection with this offering of the Base Prospectus as so supplemented) that described the Shares Securities and the offering thereof, that omitted the Rule 430B Information and that Prospectus was distributed to investors prior or will be identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated extent permitted by reference therein as of the date of such prospectus.Regulation S-T.

Appears in 1 contract

Samples: Underwriting Agreement (Orphazyme a/S)

Registration Statements and Prospectuses. The Company has prepared and filed with the Securities and Exchange Commission (the Registration Statement “Commission”) a registration statement on Form S-3 (File No. 333-259454) under the Securities Act of 1933, as amended (the “Securities Act” or the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Registration Statement registration statement as may have been required to the date of this Agreement, covering the . Such registration of the Shares under the Securities Act, which statement has been declared effective by the Commission under the Securities ActCommission. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose Each part of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of the Registration Statement and no Proceedings or examination for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares exhibits and the offering thereofany amendments and schedules thereto, that omitted the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time the registration statement became effective, is herein called the “Company Registration Statement.” The Company has also prepared and filed with the Commission a registration statement on Form S-3 (File No. 333-227127) under the Act and the Rules and Regulations of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such prospectusregistration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the 430B Information or otherwise pursuant to the Rules and Regulations, as of the time the registration statement became effective, is herein called the “Selling Stockholder Registration Statement” and together with the Company Registration Statement are collectively called the “Registration Statements.

Appears in 1 contract

Samples: Underwriting Agreement (Lantronix Inc)

Registration Statements and Prospectuses. The Company An “automatic shelf registration statement” as defined under Rule 405 under the Act of 1933, as amended, (the “Act”) (such Act, together with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) promulgated thereunder), on Form F-3ASR (File No. 333-173509) in respect of the Notes has been filed with the Commission not earlier than three years prior to the Registration Statement date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; no stop order suspending the effectiveness of such amendments registration statement or any part thereof has been issued, and, to the best knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as may have part of such registration statement, in the form in which it has most recently been required filed with the Commission on or prior to the date of this Agreement, covering the registration of the Shares under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of the Registration Statement and no Proceedings or examination for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein hereinafter called the “Base Prospectus.” Each ”; any preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplementedany preliminary prospectus supplement) that described the Shares and the offering thereof, that omitted the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form Notes filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including any prospectus supplement relating to the Notes that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”); the Registration Statement complied and will comply in all material respects with the Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), the Base Prospectus, as amended and supplemented immediately by the documents listed in Schedule I hereto prior to the Applicable Time (as defined in Section 1(e) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Notes filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 4(a) hereof is hereinafter called the “Prospectus.” Any ”; any reference herein to the Base Prospectus, the Time of Sale Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such prospectus, as the case may be; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Notes filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Notes Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Base Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement).

Appears in 1 contract

Samples: Underwriting Agreement (Corpbanca/Fi)

Registration Statements and Prospectuses. The Company has filed with the Commission the Registration Statement and such amendments to such Registration Statement as may have been required to the date of this Agreement, covering the registration of the Ordinary Shares to be represented by the ADSs included in the Offered Securities under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular At the time means of such registration statement in filing, the form then filed with Company met the Commission, including any amendment thereto and any registration statement filed for the purpose requirements of registering additional shares pursuant to Rule 462(b) of Form F-3 under the Securities Act, any document incorporated by reference therein Act and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in have released the Registration Statement as of to ASX. The Registration Statement meets the time specified requirements set forth in Rule 430B. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of the Registration Statement and no Proceedings or examination for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares and the offering thereof, that omitted the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b415(a)(1)(x) under the Securities Act is herein called and complies with said rule and the “Prospectus.” Prospectus Supplement will meet the requirements set forth in Rule 424(b). Any reference herein in this Agreement to the Base ProspectusRegistration Statement, the Time of Sale Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein as pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of such prospectus.this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and

Appears in 1 contract

Samples: Securities Purchase Agreement (Prima BioMed LTD)

AutoNDA by SimpleDocs

Registration Statements and Prospectuses. The Company has filed with the Commission the Registration Statement and such amendments to such Registration Statement as may have been required to the date of this Agreementhereof, covering the registration of the Shares Offered Securities under the Securities Act, which has been declared effective by the Commission under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b) in all material respects. Any reference in this Agreement to the Registration Statement” at any particular time means such registration statement in , the form then filed with Prospectus or the Commission, including any amendment thereto Prospectus Supplement shall be deemed to refer to and any registration statement filed for include the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Prospectus Supplement, as the case may be; and all 430B Information and all 430C Information any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to such registration statement, that in the Registration Statement or the Prospectus Supplement shall be deemed to refer to and include the filing of any case has not been superseded or modified. For purposes document under the Exchange Act after the date of this definitionAgreement, 430B Information shall be considered or the issue date of the Prospectus Supplement, as the case may be, deemed to be included incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statements or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or the Prospectus Supplement has been issued, and no Proceedings or examination proceeding for any such purpose are is pending before or has been initiated or, to the knowledge of the Company’s knowledge, is threatened by the Commission. The prospectus Offered Securities conform in the form in which it appeared all material respects to all statements with respect thereto contained in the Registration Statement at Statements, the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares and the offering thereof, that omitted the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly Prospectus Supplement. Immediately after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement Prospectus Supplement to the Base Prospectus Shelf Registration Statement relating to the Shares Offered Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein as of the date of such prospectus.

Appears in 1 contract

Samples: Securities Purchase Agreement (CooTek(Cayman)Inc.)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including and any amendment thereto and any registration statement filed for has become effective under the purpose 1933 Act. No stop order suspending the effectiveness of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of or the time specified in Rule 430B. The Commission ADS Registration Statement or any post-effective amendment thereto has not been issued any under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending has been issued by the effectiveness of the Registration Statement Commission and no Proceedings proceedings for any of those purposes have been instituted by the Commission or examination for such purpose are pending before or, to the knowledge of the Company, threatened contemplated by the Commission. The prospectus in Company has complied with each request (if any) from the form in which it appeared in Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the Effective Time is herein called time it became effective, complied in all material respects with the “Base Prospectus.” applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus supplement delivered to the Base Prospectus (including Underwriters for use in connection with the Base Prospectus as so supplemented) that described offering of the Shares Offered ADSs and the offering thereof, that omitted the Rule 430B Information and that Prospectus was distributed to investors prior or will be identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectusextent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Time Prospectus and the ADS Registration Statement and the filing of Sale Prospectus or the Registration Statement, any preliminary prospectus, the Prospectus shall be deemed to refer to and include the documents incorporated ADS Registration Statement with the Commission have been duly authorized by reference therein as and on behalf of the date Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such prospectusauthorization.

Appears in 1 contract

Samples: Underwriting Agreement (Cellectis S.A.)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including and any amendment thereto and any registration statement filed for has become effective under the purpose 1933 Act. No stop order suspending the effectiveness of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of or the time specified in Rule 430B. The Commission ADS Registration Statement or any post-effective amendment thereto has not been issued any under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or suspending are pending or, to the effectiveness Company’s knowledge, threatened. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and no Proceedings or examination for such purpose are pending before orthe ADS Registration Statement and any post-effective amendment thereto, to at the knowledge time it became effective, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the Company1933 Act and the 1933 Act Regulations. Each preliminary prospectus, threatened by the Commission. The prospectus in the form in which it appeared in the Registration Statement Prospectus and any amendment or supplement thereto, at the Effective time each was filed with the Commission and, in each case, at the Applicable Time, the Closing Time is herein called and any Date of Delivery, complied and will comply in all material respects with the “Base Prospectus.” requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus supplement delivered to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares Underwriters for use in connection with this offering and the offering thereof, that omitted the Rule 430B Information and that Prospectus was distributed to investors prior or will be identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated extent permitted by reference therein as of the date of such prospectus.Regulation S-T.

Appears in 1 contract

Samples: Underwriting Agreement (Genmab a/S)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including and any amendment thereto and any registration statement filed for has become effective under the purpose 1933 Act. No stop order suspending the effectiveness of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of or the time specified in Rule 430B. The Commission ADS Registration Statement or any post-effective amendment thereto has not been issued any under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or suspending are pending or, to the effectiveness Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement and no Proceedings or examination for such purpose are pending before orthe ADS Registration Statement and any post-effective amendment thereto, to at the knowledge time it became effective, complied in all material respects with the requirements of the Company1933 Act and the 1933 Act Regulations. Each preliminary prospectus, threatened by the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The prospectus in the form in which it appeared in the Registration Statement at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement delivered to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares Underwriters for use in connection with this offering and the offering thereof, that omitted the Rule 430B Information and that Prospectus was distributed to investors prior or will be identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectusextent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Time Prospectus and the ADS Registration Statement and the filing of Sale Prospectus or the Registration Statement, any preliminary prospectus, the Prospectus shall be deemed to refer to and include the documents incorporated ADS Registration Statement with the Commission have been duly authorized by reference therein as and on behalf of the date of Company, and the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such prospectusauthorization.

Appears in 1 contract

Samples: Underwriting Agreement (iKang Healthcare Group, Inc.)

Registration Statements and Prospectuses. The Company has filed with meets the Commission requirements for use of Form S-3 under the 0000 Xxx. Each of the 2008 Registration Statement and such amendments to such the 2010 Registration Statement as may is a shelf registration statement on Form S-3 and the Securities have been required to and remain eligible for registration by the date of this Agreement, covering Company on the registration Registration Statements. Each of the Shares 2008 Registration Statement and the 2010 Registration Statement and any post-effective amendment thereto has become effective under the Securities 1933 Act. No stop order suspending the effectiveness of the Registration Statements or any post-effective amendment thereto has been issued under the 1933 Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of the Registration Statement has been issued and no Proceedings proceedings for any of those purposes have been instituted or examination for such purpose are pending before or, to the knowledge Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Company, threatened by the Commission. The prospectus in the form in which it appeared in the 2008 Registration Statement and the 2010 Registration Statement and any post-effective amendment thereto, at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement time of its effectiveness and at each deemed effective date with respect to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares and the offering thereof, that omitted the Underwriter pursuant to Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b430B(f)(2) of the Rules 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Such final supplemental form of Each preliminary prospectus (including the Base Prospectus prospectuses filed as so supplementedpart of the Registration Statements as originally filed or as part of any amendment thereto), at the time it was filed, complied in all material respects with the form 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX or IDEA, except to the Base Prospectus, the Time of Sale Prospectus extent permitted by Regulation S-T. The documents incorporated or the Prospectus shall be deemed to refer to and include the documents be incorporated by reference therein as in the Registration Statements and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the date 1934 Act and the rules and regulations of such prospectusthe Commission under the 1934 Act (the “1934 Act Regulations”).

Appears in 1 contract

Samples: Underwriting Agreement (Emeritus Corp\wa\)

Registration Statements and Prospectuses. The Company has filed with meets the Commission requirements for use of Form F-3 under the Securities Act. Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to and any post-effective amendment thereto has become effective under the date of this Agreement, covering Securities Act. No stop order suspending the registration effectiveness of the Shares Registration Statement or the ADS Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus or suspending has been issued by the effectiveness of the Registration Statement Commission and no Proceedings proceedings for any of those purposes have been instituted by the Commission or examination for such purpose are pending before or, to the knowledge of the Company, or threatened by the Commission. The prospectus in Company has complied with each request (if any) from the form in which it appeared in Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the Effective Time is herein called the “Base Prospectus.” Each preliminary prospectus supplement time it became effective, and at each deemed effective date with respect to the Base Prospectus (including Underwriters pursuant to Rule 430B(f)(2) under the Base Prospectus as so supplemented) that described the Shares Securities Act and the offering thereofrules and regulations promulgated thereunder, that omitted complied in all material respects with the Rule 430B Information applicable requirements of the Securities Act and that the rules and regulations promulgated thereunder. Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was distributed to investors prior filed with the Commission, complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder. Each Preliminary Prospectus and the Prospectus delivered to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file Underwriters for use in connection with the Commission a final prospectus supplement Offering was or will be identical in all substantive respects to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base XXXXX. The Registration Statement, each Preliminary Prospectus, the Time Prospectus and the ADS Registration Statement and the filing of Sale Prospectus or the Registration Statement, each Preliminary Prospectus, the Prospectus shall be and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization. The documents incorporated or deemed to refer to and include the documents be incorporated by reference therein as in the Registration Statement, Preliminary Prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the date of such prospectusthe Securities Exchange Act of 1934, as amended (the “Exchange Act”) and rules and regulations promulgated thereunder.

Appears in 1 contract

Samples: Azul Sa

Registration Statements and Prospectuses. The Company has prepared and filed with the Securities and Exchange Commission (the Registration Statement “Commission”) registration statements on Form S-3 (File Nos. 333-2009886 and 333-203422) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Registration Statement registration statements as may have been required to the date of this Agreement, covering the . Such registration of the Shares under the Securities Act, which has statements have been declared effective by the Commission Commission. Each part of such registration statements, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act. Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time each Registration Statement became effective, is herein called the “Registration Statement,at any particular time means such registration statement in and collectively, the form then filed with the Commission, including any amendment thereto and any “Registration Statements”. Any registration statement filed for by the purpose of registering additional shares Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Securities ActRule 462(b) Registration Statement, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modifiedthe term “Registration Statement” shall include the Rule 462(b) Registration Statement. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending the effectiveness of the Registration Statement and no Proceedings or examination for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. The Each prospectus in the form in which it appeared in has most recently been filed with the Commission on or prior to the date of this Agreement with respect to either Registration Statement at the Effective Time is herein called a “Base Prospectus,” and collectively, the “Base ProspectusProspectuses.” Each preliminary prospectus supplement to the Base Prospectus Prospectuses (including the Base Prospectus Prospectuses as so supplemented) ), that described describes the Shares Securities and the offering thereof, that omitted the Rule 430B Information and that was distributed to investors used prior to the Applicable Time filing of the final prospectus supplements referred to in the following sentence is herein called a “Time of Sale Preliminary Prospectus” and collectively, the “Preliminary Prospectuses.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement supplements to the Base Prospectus Prospectuses relating to the Shares Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus prospectuses (including the Base Prospectus Prospectuses as so supplemented), in the form forms filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectuses,” and each a “Prospectus.” Any reference herein to the a Base Prospectus, the Time of Sale any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statements, the Rule 462(b) Registration Statements, the Base Prospectuses, any Preliminary Prospectus, the Prospectuses or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statements, the Base Prospectuses, any Preliminary Prospectus or the Prospectuses (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statements, the Base Prospectuses, any Preliminary Prospectus or the Prospectuses, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statements, the Base Prospectuses, any Preliminary Prospectus or the Prospectuses shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Appears in 1 contract

Samples: Underwriting Agreement (BOVIE MEDICAL Corp)

Registration Statements and Prospectuses. The Company has filed with the Commission Each of the Registration Statement and such amendments to such the ADS Registration Statement and any amendment thereto has become effective under the Securities Act. The Form 8-A Registration Statement has become effective as may have been required to the date of this Agreement, covering the registration provided in Section 12 of the Shares Exchange Act. No stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or the Form 8-A Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, which has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus or the Time of Sale Prospectus, the Prospectus or suspending the effectiveness any free writing prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the Registration Statement and no Proceedings Securities Act have been instituted or examination for such purpose are pending before or, to the knowledge Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the CompanyRegistration Statement, threatened by the Commission. The prospectus in the form in which it appeared in the ADS Registration Statement and any post-effective amendment thereto, at the Effective Time is herein called time it became effective, the “Base Prospectus.” Each preliminary prospectus supplement to Closing Date (as defined in Section 4 hereof) and any Option Closing Date (as defined in Section 2 hereof) complied and will comply in all material respects with the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares Securities Act and the offering thereof, that omitted applicable rules and regulations of the Rule 430B Information and that was distributed to investors prior to the Applicable Time is herein called a “Commission thereunder. Each Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare Prospectus and file any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, the Closing Date and any Option Closing Date complied and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission a final prospectus supplement thereunder. Each Time of Sale Prospectus delivered to the Base Underwriters for use in connection with this offering and the Prospectus relating was or will be identical to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the on its Electronic Data Gathering, Analysis and Retrieval system or any successor system (Prospectus.” Any reference herein XXXXX”), except to the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated extent permitted by reference therein as of the date of such prospectus.Regulation S-T.

Appears in 1 contract

Samples: Underwriting Agreement (Youdao, Inc.)

Registration Statements and Prospectuses. The Company has filed with meets the Commission requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement Statements and such amendments to such Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares under the Securities Act, which any post-effective amendment thereto has been declared effective by the Commission under the Securities Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including or otherwise become, effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statements or any post-effective amendment thereto and any registration statement filed for has been issued under the purpose of registering additional shares pursuant to Rule 462(b) of the Securities 1933 Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The Commission has not issued any no order preventing or suspending the use of any preliminary prospectus or the Prospectus (or suspending the effectiveness of the Registration Statement any amendment or supplement thereto) has been issued and no Proceedings proceedings for any of those purposes have been instituted or examination for such purpose are pending before or, to the knowledge Company’s knowledge, contemplated. The Company has complied in all material respects with each request, if any, from the Commission for additional information. Each of the CompanyRegistration Statements and any post-effective amendment thereto, threatened by at the time it became effective, the Applicable Time, the Closing Time and each Date of Delivery, if any, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The preliminary prospectus that is included in the General Disclosure Package, at the time it was filed with the Commission. The prospectus , and the Prospectus and each amendment or supplement thereto, as of their respective issue dates, and, in the form in which it appeared in the Registration Statement each case, at the Effective Applicable Time, the Closing Time is herein called and each Date of Delivery, if any, complied and will comply, in all material respects with the “Base Prospectus.” requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus supplement and the Prospectus delivered to the Base Prospectus (including Underwriters for use in connection with the Base Prospectus as so supplemented) that described the Shares and the offering thereof, that omitted the Rule 430B Information and that was distributed to investors prior Offering were or will be substantially identical to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectus, the Time of Sale Prospectus extent permitted by Regulation S-T. The documents incorporated or the Prospectus shall be deemed to refer to and include the documents be incorporated by reference therein as in the Registration Statements and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the date 1934 Act and the rules and regulations of such prospectusthe Commission under the 1934 Act (the “1934 Act Regulations”).

Appears in 1 contract

Samples: Underwriting Agreement (Playa Hotels & Resorts N.V.)

Registration Statements and Prospectuses. The Company has filed with meets the Commission requirements for use of Form F-3 under the 1933 Act. Each of the Registration Statement and such amendments to such the ADS Registration Statement as may have been required to the date of this Agreement, covering the registration of the Shares and any post-effective amendment thereto has become effective under the Securities Act, which has been declared effective by the Commission under the Securities 1933 Act. “Registration Statement” at any particular time means such registration statement in No stop order suspending the form then filed with the Commission, including any amendment thereto and any registration statement filed for the purpose effectiveness of registering additional shares pursuant to Rule 462(b) of the Securities Act, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of or the time specified in Rule 430B. The Commission ADS Registration Statement or any post-effective amendment thereto has not been issued any under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending has been issued by the effectiveness of the Registration Statement Commission and no Proceedings proceedings for any of those purposes have been instituted by the Commission or examination for such purpose are pending before or, to the knowledge of the Company, threatened contemplated by the Commission. The prospectus in Company has complied with each request (if any) from the form in which it appeared in Commission for additional information. Each of the Registration Statement and the ADS Registration Statement and any post-effective amendment thereto, at the Effective Time is herein called time it became effective, and at each deemed effective date with respect to the “Base Prospectus.” Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus supplement and the Prospectus delivered to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares and Underwriters for use in connection with the offering thereof, that omitted of the Rule 430B Information and that Offered ADSs was distributed to investors prior or will be identical in all substantive respects to the Applicable Time is herein called a “Time of Sale Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering electronically transmitted copies thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein XXXXX, except to the Base Prospectusextent permitted by Regulation S-T. The Registration Statement, any preliminary prospectus, the Time Prospectus and the ADS Registration Statement and the filing of Sale Prospectus or the Registration Statement, any preliminary prospectus, the Prospectus shall be and the ADS Registration Statement with the Commission have been duly authorized by and on behalf of the Company and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization. The documents incorporated or deemed to refer to and include the documents be incorporated by reference therein as in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations. The initial effective date of such prospectusthe Registration Statement was not earlier than the date three years before the Applicable Time.

Appears in 1 contract

Samples: Underwriting Agreement (Cellectis S.A.)

Time is Money Join Law Insider Premium to draft better contracts faster.