Common use of Representations and Warranties of the Company and the Selling Shareholders Clause in Contracts

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form F-1 (File No. 333-125673) with respect to the Offered Securities has been prepared by the Company in conformity, in all material respects, with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form F-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and

Appears in 1 contract

Sources: Underwriting Agreement (Silicon Motion Technology CORP)

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form F-1 S-1 (File No. 333-12567328569) with respect to the Offered Securities Shares has been prepared by the Company in conformity, in all material respects, conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form F-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, is herein referred to as the "Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A andand contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means

Appears in 1 contract

Sources: Underwriting Agreement (Fine Air Services Inc)

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form F-1 S-3 (File No. 333-125673333-____) with respect to the Offered Securities Shares has been prepared by the Company in conformity, in all material respects, conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply has complied with the conditions for the use of Form F-1S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b462(b) of the Act, is herein referred to as the "Registration Statement”, ," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A andand contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the

Appears in 1 contract

Sources: Underwriting Agreement (Universal Outdoor Holdings Inc)

Representations and Warranties of the Company and the Selling Shareholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form F-1 S-1 (File No. 333-125673190761) with respect to the Offered Securities Shares has been prepared by the Company in conformity, conformity in all material respects, respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form F-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, respects the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b462(b) of under the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 430A and424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.

Appears in 1 contract

Sources: Equity Underwriting Agreement (Montage Technology Group LTD)