Permitted Section 5(d) Communication definition

Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. All references in this Agreement to (i) the Registration Statement, any preliminary prospectus (including the Preliminary Prospectus), or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectusprovided for use in connection with the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement. In the event that the Company has only one subsidiary, then all references herein tosubsidiaries” of the Company shall be deemed to refer to such single subsidiary, mutatis mutandis. The Company hereby confirms its agreements with the Underwriters as follows:
Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. All references in this Agreement to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include the documents incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which are “contained,” “included” or “stated” in, or “part of” the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, 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 Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or supplements to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectusprovided for use in connection with the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement. The Company hereby confirms its agreements with the Underwriters as follows:
Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. All references in this Agreement to the Registration Statement, any preliminary prospectus (including the Preliminary Prospectus), or the Prospectus, or any amendments or supplements to any of the foregoing shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). The Company has entered into a Securities Subscription Agreement, dated as of March 18, 2021 (the “Subscription Agreement”), with ARYA Sciences Holdings V, a Cayman Islands exempted limited company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 3,737,500 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Class A Ordinary Shares issuable upon conversion thereof, the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.007 per share. The Founder Shares are substantially similar to the Class A Ordinary Shares except as described in the Prospectus. Prior to the First Closing Date (as defined below), the Sponsor will subscribe to purchase an aggregate of 460,000 Class A Ordinary Shares (or up to 499,000 Class A Ordinary Shares if the option to purchase additional Class A Ordinary Shares as provided in Section 2 is exercised in full) (the “Sponsor Shares”), and the Company will enter into a Private Placement Shares Purchase Agreement with the Sponsor (the “Sponsor Shares Purchase Agreement”) in substantially the form filed as Exhibit 10.3 to the Registration Statement. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Sponsor Shares have the same terms as the Firm Securities. The Company will enter into an Investment Management Trust Agreement, effective as of the First Closing Date, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which proceeds from the sale of the Sponsor Shares and proceeds from the Offering and sale of the Offered Securities will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will ...

Examples of Permitted Section 5(d) Communication in a sentence

  • As of the Applicable Time, each Permitted Section 5(d) Communication, if any, when considered together with the Time of Sale Prospectus, did not, as of the Applicable Time, include an 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.

  • Each Permitted Section 5(d) Communication, if any, does not, as of the date hereof, conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus.


More Definitions of Permitted Section 5(d) Communication

Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Exhibit F attached hereto.
Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. To the extent there are no additional underwriters listed on Schedule A, the termRepresentative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.
Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. To the extent there are no additional underwriters listed on Schedule A, the termRepresentative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form F-3, File No. 333-191225, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial
Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) listed on Schedule III attached hereto.
Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. The Company has, for the purpose of listing the Firm Shares, any Option Shares and the Underlying Shares, on the regulated market of Euronext Paris (“Euronext”), prepared and filed with the French Financial Markets Authority (Autorité des marchés financiers) (the “AMF”) , in accordance with French legal and regulatory requirements, including the general regulations and instructions of the AMF, a Prospectus consisting of (i) the 2019 universal registration document approved by the AMF under number R.20-010 on May 12, 2020 (the “Universal Registration Document”), (ii) a first amendment to such universal registration document filed with the AMF under number D.20-0339-A01 on November 20, 2020 (the “First Amendment to the Universal Registration Document”), (iii) a second amendment to such universal registration document filed with the AMF under number [●] on [●], 2020 (the “Second Amendment to the Universal Registration Document” and together with the First Amendment to the Universal Registration Document, the “Amendments to the Universal Registration Document”), (iv) a securities note (Note d’opération) (the “Note d’Opération”) and (v) a summary of such listing prospectus (included in the Note d’Opération) (collectively, the “French Listing Prospectus”), which is expected to receive the approval of the AMF on or about [●], 2020 and in any event before [●], 2020. All references in this Agreement to (i) the Registration Statement, the F-6 Registration Statement, any preliminary prospectus (including the Preliminary Prospectus) or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectusprovided for use in connection with the offering of the Offered Securities as contemplated by Section 3(n) of this Agreement. All references in this Agreement to the French Listing Prospectus shall be deemed to refer collectively to (i) the Universal Registration Document and the Amendments to the Universal Registration Document taken together, when such reference is made as of a date or for a period at which or during which the Note d’Opération has not yet been approved by the AMF, and (ii) after such approva...
Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule V attached hereto. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities Act) to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Securities. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Time of Sale Prospectus (including any preliminary prospectus wrapper) did not, and at the First Closing Date (as defined in Section 3) and at the Second Closing Date, as then amended or supplemented by the Company, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper), as of its date, did not, and at the First Closing Date and at the Second Closing Date, 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. The representations and warranties set forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information consists of the information described in Section 6(e) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or fil...
Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. As used herein, “Aquinox Canada” means Aquinox Pharmaceuticals Inc.; “Articles” means the articles of incorporation of Aquinox Canada ; and “Canadian Exchange Shares” means the common exchangeable shares, Class A exchangeable preferred shares, Class B exchangeable preferred shares and Class C exchangeable preferred shares of Aquinox Canada to be exchanged for the applicable series and class of stock of the Company as set forth in the Articles of Aquinox Canada on the First Closing Date. Pursuant to the Securities Act (British Columbia) and the rules, regulations and national, multilateral or local instruments and published policy statements applicable in British Columbia, including the rules and procedures established pursuant to National Instrument 41-101 – General Prospectus Requirements ( “BC Securities Laws”) the Company has prepared and filed with the British Columbia Securities Commission (“BCSC”), (i) a preliminary non-offering prospectus (the “Canadian Preliminary Prospectus”) and (ii) a final non-offering prospectus (the “Canadian Final Prospectus” and, together with the Canadian Preliminary Prospectus, the “Canadian Prospectus”), to become a reporting issuer in British Columbia under BC Securities Laws and to qualify the distribution of [—] Shares issuable upon (i) the exchange, in accordance with their terms, of [—] common exchangeable shares of Aquinox Canada for an equivalent number of Shares and (ii) the conversion, in accordance with their terms, of [—] shares of preferred stock of the Company (which will be issued in exchange for an equivalent number exchangeable preferred shares of Aquinox Canada) for an equivalent number of Shares under BC Securities Laws. All references in this Agreement to (i) the Registration Statement, any preliminary prospectus (including the Preliminary Prospectus), or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectusprovided for use in connection with the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement. All references in this Agreement to “subsidiaries” shall be deemed to include Aquinox Canada, it being...