10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 13 contracts

Samples: Underwriting Agreement (Distoken Acquisition Corp), Underwriting Agreement (Distoken Acquisition Corp), Underwriting Agreement (Distoken Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 13 contracts

Samples: Underwriting Agreement (Finnovate Acquisition Corp.), Underwriting Agreement (Finnovate Acquisition Corp.), Underwriting Agreement (Dila Capital Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the~~ subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 12 contracts

Samples: Services Agreement (RF Acquisition Corp.), Services Agreement (RF Acquisition Corp.), Services Agreement (RF Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and the subsection titled “Determination of Offering Price,”~~ Underwriters, the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 7 contracts

Samples: Underwriting Agreement (Gesher I Acquisition Corp.), Underwriting Agreement (Gesher I Acquisition Corp.), Underwriting Agreement (Springwater Special Situations Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the~~ second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 7 contracts

Samples: Underwriting Agreement (ROC Energy Acquisition Corp.), Underwriting Agreement (Accretion Acquisition Corp.), Underwriting Agreement (Accretion Acquisition Corp.)

10b-5 Representation. At the ~~time of effectiveness of the Registration Statement~~ Effective Date (or at the effective time of any post-effective amendment to the Registration ~~Statement~~Statement subsequent to the Effective Date) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On At the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the ~~Statutory Prospectus~~ General Disclosure Package does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity ~~with~~ with, written information furnished to the Company with respect to the Underwriters by the ~~Underwriters~~ Representatives expressly for use in the Registration Statement, the ~~Statutory Prospectus~~ General Disclosure Package, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection~~ subsections titled “Underwriting Discount,” ~~and the subsections titled~~ “Price Stabilization, Short Positions” and “~~Selling Restrictions~~Determination of Offering Price” included in the section captioned “Underwriting”.”

Appears in 6 contracts

Samples: Underwriting Agreement (GigInternational1, Inc.), Underwriting Agreement (GigInternational1, Inc.), Underwriting Agreement (GigCapital6, Inc.)

Appears in 5 contracts

Samples: Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled~~ subsections entitled “Price Stabilization, Short Positions,” “Determination of Offering Price,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions~~Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 4 contracts

Samples: Underwriting Agreement (Opes Acquisition Corp.), Underwriting Agreement (Opes Acquisition Corp.), Underwriting Agreement (Big Rock Partners Acquisition Corp.)

Appears in 4 contracts

Samples: Underwriting Agreement (Andina Acquisition Corp. II), Underwriting Agreement (Andina Acquisition Corp. II), Underwriting Agreement (Andina Acquisition Corp. II)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the~~ subsections titled “~~Price Stabilization, Short Positions~~Pricing of Securities,” “Regulatory Restrictions on Purchase of Securities” and “~~Selling~~ Resale Restrictions” included in the section captioned “Underwriting.”

Appears in 4 contracts

Samples: Underwriting Agreement (Lifesci Acquisition II Corp.), Underwriting Agreement (Lifesci Acquisition II Corp.), Underwriting Agreement (LifeSci Acquisition III Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second ~~sentence~~ and third sentences of the first paragraph under the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 4 contracts

Samples: Underwriting Agreement (Armada Acquisition Corp. I), Underwriting Agreement (Armada Acquisition Corp. I), Underwriting Agreement (Armada Acquisition Corp. I)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading~~; on the date~~ . As of ~~any filing pursuant to Rule 424(b) and on~~ its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and will not include 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~~; and at~~ . At the Time of Sale, the Statutory Prospectus ~~does~~ did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the representation~~ . The representations and ~~warranty~~ warranties made in this Section 2.3.1 ~~does~~ do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters or QIU by the Underwriters or QIU, as the case may be, expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the Underwriters and ~~the subsection titled “Determination of Offering Price,”~~ QIU, (ii) the second sentence in the sixth paragraph under “Underwriting” with regard to sales to discretionary accounts, (iii) the statements in “Underwriting—Pricing of Securities and Size of Offering”, (iv) the first paragraph under “Underwriting—Over-allotment and Stabilizing Transactions”, and (v) the last paragraph under “Management—Directors and Executive Officers”, solely in respect of the ~~subsection titled “Underwriting Discount,” and~~ experience of the ~~subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned “Underwriting~~Representative. Broadband Capital Management LLC.”

Appears in 4 contracts

Samples: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,”~~ Underwriters, and the subsections titled “~~Price~~ Stabilization~~, Short Positions~~” and “Selling Restrictions” included in the section captioned “Underwriting——Conflicts of Interest.”

Appears in 3 contracts

Samples: Underwriting Agreement (Western Acquisition Ventures Corp.), Underwriting Agreement (Western Acquisition Ventures Corp.), Underwriting Agreement (Western Acquisition Ventures Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity ~~with~~ with, written information furnished to the Company with respect to the Underwriters by the ~~Underwriters~~ Representatives expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection~~ subsections titled “Underwriting Discount,” ~~and the subsections titled~~ “Price Stabilization, Short Positions” and “~~Selling Restrictions~~Determination of Offering Price” included in the section captioned “Underwriting”.”

Appears in 3 contracts

Samples: Underwriting Agreement (GigCapital3, Inc.), Underwriting Agreement (GigCapital3, Inc.), Underwriting Agreement (GigCapital3, Inc.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and the subsection titled “Determination of Offering Price,”~~ Underwriters, [the second sentence of the ~~subsection titled~~ third paragraph included in the section captioned “~~Underwriting Discount~~Underwriting”,” ] [the third sentence of the ninth paragraph included in the section captioned “Underwriting”,] and the subsections titled “~~Price~~ Stabilization~~, Short Positions~~” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 3 contracts

Samples: Underwriting Agreement (Mount Rainier Acquisition Corp.), Underwriting Agreement (Mount Rainier Acquisition Corp.), Underwriting Agreement (Mount Rainier Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and the subsection titled “Determination of Offering Price,”~~ Underwriters, the second sentence of the ~~subsection titled~~ third paragraph included in the section captioned “Underwriting ~~Discount,”~~ - Conflicts of Interest”, and the subsections titled “~~Price~~ Stabilization~~, Short Positions~~” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 3 contracts

Samples: Underwriting Agreement (Larkspur Health Acquisition Corp.), Underwriting Agreement (Larkspur Health Acquisition Corp.), Underwriting Agreement (Larkspur Health Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “~~Determination~~ Pricing of ~~Offering Price~~Securities,” the second ~~sentence~~ and third sentences of the subsection titled “~~Underwriting Discount~~Commissions and Discounts,” and the subsections titled “~~Price Stabilization, Short Positions~~Regulatory Restrictions on Purchase of Securities” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 3 contracts

Samples: Underwriting Agreement (Galileo Acquisition Corp.), Underwriting Agreement (TKK SYMPHONY ACQUISITION Corp), Underwriting Agreement (TKK SYMPHONY ACQUISITION Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date or the Option Closing Date, as the case may be, it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date or the Option Closing Date, as the case may be, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled~~ subsections entitled “Price Stabilization, Short Positions,” “Determination of Offering Price,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions~~Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 3 contracts

Samples: Services Agreement (Union Acquisition Corp.), Underwriting Agreement (Union Acquisition Corp.), Underwriting Agreement (Union Acquisition Corp.)

Appears in 3 contracts

Samples: Underwriting Agreement (Andina Acquisition Corp), Underwriting Agreement (Andina Acquisition Corp), Underwriting Agreement (Andina Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 3 contracts

Samples: Underwriting Agreement (Oxus Acquisition Corp.), Underwriting Agreement (Oxus Acquisition Corp.), Underwriting Agreement (Oxus Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the ~~names~~ subsections of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned “Underwriting” captioned “Pricing of this Offering” and “Price Stabilization and Short Positions.”” EarlyBirdCapital, Inc. October __, 2013

Appears in 3 contracts

Samples: Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the ~~names~~ subsection captioned “Pricing of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictionsthis Offering” included in the section captioned “Underwriting.”

Appears in 3 contracts

Samples: Underwriting Agreement (CB Pharma Acquisition Corp.), Underwriting Agreement (CB Pharma Acquisition Corp.), Underwriting Agreement (CB Pharma Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection~~ subsections titled “Underwriting Discount,” “Price Stabilization, Short Positions,” “Determination of Offering Price,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions~~Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 3 contracts

Samples: Underwriting Agreement (InterPrivate Acquisition Corp.), Underwriting Agreement (Schultze Special Purpose Acquisition Corp.), Underwriting Agreement (Schultze Special Purpose Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and the subsection titled “Determination of Offering Price,”~~ Underwriters, the second sentence of the third paragraph included in the section captioned “Underwriting”, the third sentence of the ninth paragraph included in the section captioned “Underwriting”, and the subsection titled ~~“Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and~~ “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 3 contracts

Samples: Underwriting Agreement (Murphy Canyon Acquisition Corp.), Murphy Canyon Acquisition Corp., Murphy Canyon Acquisition Corp.

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters~~ Underwriters, the number of Units being purchased by each Underwriter and the ~~subsection~~ subsections titled “Underwriting Discount,” “Price Stabilization, Short Positions,” “Determination of Offering Price,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions~~Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc._________, 2020Page 7 of 45

Appears in 3 contracts

Samples: Underwriting Agreement (Novus Capital Corp), Underwriting Agreement (Novus Capital Corp), Underwriting Agreement (Novus Capital Corp)

10b-5 Representation. At the ~~time of effectiveness of the Registration Statement~~ Effective Date (or at the effective time of any post-effective amendment to the Registration ~~Statement~~Statement subsequent to the Effective Date) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On At the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the ~~Statutory Prospectus~~ General Disclosure Package does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity ~~with~~ with, written information furnished to the Company with respect to the Underwriters by the ~~Underwriters~~ Representatives expressly for use in the Registration Statement, the ~~Statutory Prospectus~~ General Disclosure Package or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection~~ subsections titled “Underwriting Discount,” ~~and the subsections titled~~ “Price Stabilization, Short Positions” and “~~Selling Restrictions~~Determination of Offering Price” included in the section captioned “Underwriting”.”

Appears in 3 contracts

Samples: Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “~~Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “~~Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 3 contracts

Samples: Underwriting Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Underwriting Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Underwriting Agreement (Bukit Jalil Global Acquisition 1 Ltd.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the~~ subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” Imperial Capital, LLC [________], 2020

Appears in 3 contracts

Samples: Underwriting Agreement (Greenrose Acquisition Corp), Underwriting Agreement (Greenrose Acquisition Corp), Underwriting Agreement (Greenrose Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and the subsection titled “Determination of Offering Price,”~~ Underwriters, the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Affiliations,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (Legato Merger Corp. Ii), Underwriting Agreement (Legato Merger Corp. Ii)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at ~~all times subsequent thereto up to~~ the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled~~ subsections entitled “Underwriting Discount,” “Price Stabilization, Short Positions,” “Determination of Offering Price,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions~~Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (Graf Industrial Corp.), Underwriting Agreement (Graf Industrial Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection~~ subsections titled “Underwriting Discount,” ~~and the subsections titled~~ “Price Stabilization, Short Positions,” “Determination of Offering Price” and “~~Selling Restrictions~~Electronic Distribution” included in the section captioned “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (GigCapital2, Inc.), Underwriting Agreement (GigCapital2, Inc.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the table of underwriters in the first paragraph under the heading “Underwriting”, (ii) the first paragraph under the heading “Commissions and Discounts” included in the Section entitled “Underwriting”, and (iii) the names of the ~~Underwriters and~~ Underwriters, the ~~subsection titled~~ identity of counsel to the Underwriter contained in the section entitled “~~Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,~~Legal Matters” and the ~~subsections~~ paragraph titled “~~Price Stabilization, Short Positions~~Pricing of this offering” and “~~Selling Restrictions~~Regulatory Restrictions and Purchase of Securities” included in the section ~~captioned~~ entitled “Underwriting.”” EarlyBirdCapital, Inc.[l], 2017Page 7 of 41

Appears in 2 contracts

Samples: Underwriting Agreement (CM Seven Star Acquisition Corp), Underwriting Agreement (CM Seven Star Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the ~~Time of Sale~~Applicable Time, the Registration ~~Statement~~ Statement, the Statutory Prospectus and Prospectus did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading~~; on~~ . As of the ~~date of any filing pursuant to Rule 424(b)~~ Closing Date and on the Option Closing Date, if any, the Statutory Prospectus and the Prospectus (together with any supplement thereto) did not and will not include 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 at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty warranties made in this Section 2.3.1 ~~does~~ do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished by the Underwriter to the Company with respect to the ~~Underwriters by the Underwriters~~ Underwriter, expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the ~~names~~ name and address of the ~~Underwriters~~ Underwriter, (ii) the second sentence of the first paragraph under “Underwriting,” (iii) the fourth and seventh paragraphs under “Underwriting,” (iv) the ~~subsection titled~~ statements in “Underwriting—Determination of Offering Price,” and (v) the ~~second sentence of the subsection titled~~ first paragraph under “~~Underwriting Discount,” and the subsections titled “Price~~ Underwriting—Stabilization, Short ~~Positions~~Positions and Penalty Bids.” ~~and~~ (“~~Selling Restrictions” included in the section captioned “Underwriting~~Underwriter’s Information”).”

Appears in 2 contracts

Samples: Underwriting Agreement (Parametric Sound Corp), Underwriting Agreement (Parametric Sound Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the table of underwriters in the first paragraph under the heading “Underwriting”, (ii) the first paragraph under the heading “Underwriting Discount” included in the Section entitled “Underwriting” and (iii) the names of the ~~Underwriters and~~ Underwriters, the ~~subsection titled~~ identity of counsel to the Underwriter contained in the section entitled “~~Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,~~Legal Matters” and the ~~subsections~~ paragraph titled “Price ~~Stabilization,~~ Stabilization Short Positions” and “Selling Restrictions” included in the section ~~captioned~~ entitled “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (HL Acquisitions Corp.), Underwriting Agreement (HL Acquisitions Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the ~~Statutory~~ Sale Preliminary Prospectus and the Prospectus ~~contained or will contain all material statements that are required to be stated therein in accordance with the Act~~ do and ~~the Regulations, and did or~~ will, in all material respects, conform to the requirements of the Act and the Regulations. On The Registration Statement, as of the Effective ~~Date and at the Time of Sale~~Date, ~~the Registration Statement~~ did not, and on the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date it or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, ~~contain~~ include any untrue statement of a material fact or omit to state a material fact ~~required to be stated therein or~~ necessary in order to make the statements ~~therein~~ therein, in the light of the circumstances under which they were made, not misleading~~; on~~ . The Sale Preliminary Prospectus, as of the ~~date~~ Time of ~~any filing pursuant to Rule 424(b) and on the Closing Date~~Sale, ~~the Prospectus (together with any supplement thereto) will~~ did not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the . The representation and warranty made in this Section ~~2.3.1~~ 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the ~~Statutory~~ Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto~~, which information, it is agreed, shall consist~~ . The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the ~~Underwriters~~ Underwriters, the information with respect to dealers’ concessions and ~~the subsection titled “Determination of Offering Price,”~~ reallowances contained in the second sentence of the ~~subsection titled~~ eleventh paragraph of the section entitled “~~Underwriting Discount,~~Underwriting”, the information with respect to short positions and stabilizing transactions contained in the section entitled “Underwriting” and the ~~subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included~~ identity of counsel to the Underwriters contained in the section ~~captioned~~ entitled “~~Underwriting~~Legal Matters” (such information, collectively, the “Underwriters’ Information”).”

Appears in 2 contracts

Samples: Underwriting Agreement (IX Acquisition Corp.), Underwriting Agreement (IX Acquisition Corp.)

10b-5 Representation. At the time ~~of effectiveness of~~ the Registration Statement ~~(or at the~~ becomes effective ~~time of any post-effective amendment to the Registration Statement)~~ and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration ~~Statement, the Statutory Prospectus~~ Statement and the Prospectus ~~contained or~~ will ~~contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will,~~ in all material ~~respects,~~ respects conform to the requirements of the Act and the ~~Regulations. On the Effective Date~~ Regulations and ~~at the Time of Sale,~~ neither the Registration Statement ~~did not~~nor the Prospectus, ~~and~~ nor any amendment or supplement thereto, on ~~the Closing Date it~~ such dates, will ~~not,~~ contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; . When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and at when any amendment thereof or supplement thereto was first filed with the ~~Time~~ Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Prospectus to comply in all material respects with the applicable provisions of ~~Sale,~~ the ~~Statutory Prospectus does~~ Act and the Regulations and did not ~~include any~~ and will not contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the~~ . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the ~~Underwriters~~ Representative expressly for use in the Registration ~~Statement, the Statutory Prospectus~~ Statement or Prospectus or any amendment thereof or supplement thereto~~, which information, it~~ . It is ~~agreed, shall consist solely of~~ understood that the ~~names of~~ statements set forth in the ~~Underwriters and~~ Prospectus under the ~~subsection titled~~ heading “~~Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount~~Underwriting,” and the ~~subsections titled~~ identity of counsel to the Underwriters under the heading “~~Price Stabilization~~Legal Matters,” constitute for the purposes of this Section 2.3.1, ~~Short Positions” and “Selling Restrictions” included in~~ information furnished by the ~~section captioned “Underwriting~~Representative with respect to the Underwriters.”

Appears in 2 contracts

Samples: Underwriting Agreement (Fortress America Acquisition CORP), Underwriting Agreement (Fortress America Acquisition CORP)

10b-5 Representation. At the time ~~of effectiveness of~~ the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the ~~effective time of any post-effective amendment to~~ Closing Date and the ~~Registration Statement) and at all times subsequent thereto up to the~~ Option Closing Date, if any, the Registration ~~Statement, the Statutory Prospectus~~ Statement and the Prospectus ~~contained~~ did or will ~~contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will,~~ in all material ~~respects,~~ respects conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a any material fact ~~required to be stated therein or~~ necessary ~~in order~~ to make the statements therein not misleading~~; on~~ . At the ~~date~~ Time of ~~any filing pursuant to Rule 424(b) and on the Closing Date~~Sale, the Time of Sale Prospectus ~~(together with any supplement thereto) will~~ did not ~~include~~ contain any untrue statement of a material fact or omit to state a any material fact necessary ~~in order~~ to make the statements therein, in the light of the circumstances under which they were made, not misleading; . The Prospectus, as of its date and at as of the ~~Time of Sale~~Closing Date and the Option Closing Date, ~~the Statutory Prospectus does~~ if any, did not ~~include any~~ and will not contain an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the~~ . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration ~~Statement, the Statutory Prospectus~~ Statement or Prospectus or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, ~~which information~~for the purposes of this Agreement, ~~it is agreed~~information furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the second paragraph of “Underwriting”, ~~shall consist solely of~~ (ii) the ~~names of~~ table setting forth the ~~Underwriters~~ Underwriter Discounts and Commissions and (iii) the ~~subsection titled~~ subsections “~~Determination of Offering Price~~Representative Shares,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount~~Representative Warrants,” and ~~the subsections titled~~ “~~Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned “Underwriting~~Business Combination Marketing Agreement.”

Appears in 2 contracts

Samples: Underwriting Agreement (AXIOS Sustainable Growth Acquisition Corp), Underwriting Agreement (AXIOS Sustainable Growth Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading~~; on the date~~ . As of ~~any filing pursuant to Rule 424(b) and on~~ its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and will not include 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~~; and at~~ . At the ~~Time of Sale~~Applicable Time, the Statutory Prospectus ~~does~~ did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the representation~~ . The representations and ~~warranty~~ warranties made in this Section 2.3.1 ~~does~~ do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the ~~Underwriters~~ Underwriters, by the ~~Underwriters~~ Managing Underwriter, expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the ~~Underwriters~~ Underwriters, (ii) the [fourth and sixth] paragraphs under “Underwriting,” (iii) the ~~subsection titled~~ statements in “Underwriting—Determination of Offering Price,” and (iv) the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned [first paragraph] under “Underwriting—Short Positions and Penalty Bids.” (“Underwriters Information”).

Appears in 2 contracts

Samples: Underwriting Agreement (Ideal Power Inc.), Underwriting Agreement (Ideal Power Inc.)

10b-5 Representation. At On the ~~time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing~~ Effective Date, the Registration ~~Statement~~Statement did, ~~the Statutory Prospectus~~ and when the Prospectus ~~contained or will contain all material statements that are required to be stated therein~~ is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Units are purchased, if such date is not the Closing Date (an “Option Closing Date”), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the ~~Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On~~ Rules; on the Effective Date and at the ~~Time of Sale~~Closing Date and each Option Closing Date, if any, the Registration Statement did ~~not,~~ not and ~~on the Closing Date it~~ will ~~not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each Option Closing Date, if any, the Prospectus (together with any supplement thereto) will not include 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~~; and at~~ . At the ~~Time of Sale~~time it was first filed with the Commission (the “Applicable Time”), the Statutory Prospectus ~~does not~~ did, and on the Closing Date will, comply in all material respects with the applicable requirements of the Securities Act and the Rules; at the Applicable Time, the Statutory Prospectus did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the~~ . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the ~~Underwriters~~ Underwriter by the ~~Underwriters~~ Underwriter expressly for use in the Registration Statement, the Statutory Prospectus or ~~Prospectus~~ the Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (Advanced Technology Acquisition Corp.), Underwriting Agreement (Advanced Technology Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and ~~at all times subsequent thereto up to~~ the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus ~~does~~ did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the ~~names of the Underwriters and the~~ subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned “~~Underwriting~~Pricing of Securities.”

Appears in 2 contracts

Samples: Underwriting Agreement (Universal Business Payment Solutions Acquisition Corp), Underwriting Agreement (Universal Business Payment Solutions Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters~~ Underwriters, the eighth, tenth and ~~the subsection titled “Determination of Offering Price,” the second sentence~~ eleventh paragraphs of the ~~subsection titled~~ section captioned “~~Underwriting Discount~~Underwriting,” and the subsections titled “~~Price Stabilization, Short Positions~~Regulatory Restrictions on Purchase of Securities” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (RF Acquisition Corp II), Underwriting Agreement (RF Acquisition Corp II)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration ~~Statement, the Statutory Prospectus and the Prospectus~~ Statement contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and the Registration Statement, the Statutory Prospectus and the Prospectus did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include 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, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters~~ Underwriters, the third paragraph, the seventeenth paragraph, the subsequent bullets and the ~~subsection titled~~ eighteenth paragraph, in each case under “~~Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount~~Underwriting,” and the ~~subsections~~ section titled “~~Price Stabilization, Short Positions” and “~~Underwriting – Selling Restrictions~~” included in the section captioned “Underwriting~~.”

Appears in 2 contracts

Samples: Underwriting Agreement (Dorchester Capital Acquisition Corp.), Underwriting Agreement (Dorchester Capital Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters~~ Underwriters, the fourth and ~~the subsection titled~~ seventh paragraphs under “~~Determination of Offering Price~~Underwriting,” the ~~second sentence of~~ sixteenth paragraph, the ~~subsection titled~~ subsequent bullets, the seventeenth and twenty-first paragraphs under “~~Underwriting Discount~~Underwriting,” and the ~~subsections titled “Price Stabilization, Short Positions” and~~ subsection entitled “Selling Restrictions” ~~included in the section captioned~~ under “Underwriting.”

Appears in 2 contracts

Samples: Agreement (Adit EdTech Acquisition Corp.), Underwriting Agreement (Adit EdTech Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. _________, 2020

Appears in 2 contracts

Samples: Underwriting Agreement (Better World Acquisition Corp.), Underwriting Agreement (Better World Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and the subsection titled “Determination of Offering Price,”~~ Underwriters, the second sentence of the ~~subsection titled~~ third paragraph included in the section captioned “~~Underwriting Discount,”~~ Underwriting”, the third sentence of the eighth paragraph included in the section captioned “Underwriting”, and the subsections titled “~~Price~~ Stabilization~~, Short Positions~~” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (Digital Health Acquisition Corp.), Underwriting Agreement (Digital Health Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters~~ Underwriters, the third sentence of the ninth paragraph included in the section captioned “Underwriting”, and the subsection titled ~~“Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and~~ “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (Relativity Acquisition Corp), Underwriting Agreement (Relativity Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and the subsection titled “Determination of Offering Price,”~~ Underwriters, the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (European Sustainable Growth Acquisition Corp.), Underwriting Agreement (European Sustainable Growth Acquisition Corp.)

Appears in 2 contracts

Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” Moelis & Company LLC Xxxxxxxxxxx & Co. Inc. __________, 2021

Appears in 2 contracts

Samples: Underwriting Agreement (Cactus Acquisition Corp. 1 LTD), Underwriting Agreement (Cactus Acquisition Corp. 1 LTD)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading~~; on the date~~ . As of ~~any filing pursuant to Rule 424(b) and on~~ the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and will not include 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~~; and at~~ . As of the ~~Time of Sale~~Applicable Time, the Statutory Prospectus ~~does~~ did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the representation~~ . The representations and ~~warranty~~ warranties made in this Section ~~2.3.1 does~~ 3.3.1 do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names of the Underwriters ~~and the subsection titled~~ appearing under “~~Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,~~Underwriting” and ~~the subsections titled~~ (v) information under “Underwriting—Price Stabilization, Short ~~Positions~~Positions and Penalty Bids.” ~~and~~ (“~~Selling Restrictions” included in the section captioned “Underwriting~~Underwriters’ Information”).”

Appears in 2 contracts

Samples: Underwriting Agreement (Long Island Iced Tea Corp.), Underwriting Agreement (Long Island Iced Tea Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the table of underwriters in the first paragraph under the heading “Underwriting”, (ii) the first paragraph under the heading “Commissions and Discounts” included in the Section entitled “Underwriting”, and (iii) the names of the ~~Underwriters and~~ Underwriters, the ~~subsection titled~~ identity of counsel to the Underwriter contained in the section entitled “~~Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,~~Legal Matters” and the ~~subsections~~ paragraph titled “~~Price Stabilization, Short Positions~~Pricing of this offering” and “~~Selling Restrictions~~Regulatory Restrictions and Purchase of Securities” included in the section ~~captioned~~ entitled “Underwriting.”” EarlyBirdCapital, Inc. October 25, 2017 Page 7 of 42

Appears in 2 contracts

Samples: Underwriting Agreement (CM Seven Star Acquisition Corp), Underwriting Agreement (CM Seven Star Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. __________, 2021

Appears in 2 contracts

Samples: Underwriting Agreement (Property Solutions Acquisition Corp. II), Underwriting Agreement (Moringa Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the first and second ~~sentence~~ sentences of the ~~subsection titled~~ fourth paragraph of the section captioned “~~Underwriting Discount~~Underwriting,” and the subsections titled “~~Price Stabilization, Short Positions~~Regulatory Restrictions on Purchase of Securities” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 2 contracts

Samples: Underwriting Agreement (Bowen Acquisition Corp), Underwriting Agreement (Bowen Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the first and second ~~sentence~~ sentences of the ~~subsection titled~~ fourth paragraph of the section captioned “~~Underwriting Discount~~Underwriting,” and the subsections titled “~~Price Stabilization, Short Positions~~Regulatory Restricitons on Purchase of Securities” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc._______, 2022Page 8 of 44

Appears in 1 contract

Samples: Underwriting Agreement (AlphaVest Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section ~~2.3.1~~ 2.4.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the~~ subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 1 contract

Samples: Services Agreement (Merida Merger Corp. I)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and the subsection titled “Determination of Offering Price,”~~ Underwriters, the second sentence of the fourth paragraph included in the section captioned “Underwriting”, the first paragraph under the subsection ~~titled~~ “~~Underwriting Discount~~Regulatory Restrictions on Purchase of Securities,” the second paragraph under the subsection “Other Activities and Relationships,” and the ~~subsections~~ notices included under the subsection titled ~~“Price Stabilization, Short Positions” and~~ “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 1 contract

Samples: Underwriting Agreement (Ault Disruptive Technologies Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the~~ subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. [ ], 2020

Appears in 1 contract

Samples: Underwriting Agreement (Property Solutions Acquisition Corp.)

Appears in 1 contract

Samples: Underwriting Agreement (DD3 Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “~~Determination~~ Pricing of ~~Offering Price~~Securities,” the second ~~sentence~~ and third sentences of the subsection titled “~~Underwriting Discount~~Commissions and Discounts,” and the subsections titled “~~Price Stabilization, Short Positions~~Regulatory Restrictions on Purchase of Securities” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. __________, 2019

Appears in 1 contract

Samples: Underwriting Agreement (Galileo Acquisition Corp.)

Appears in 1 contract

Samples: Underwriting Agreement (Trio Merger Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by or on behalf of the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the ~~names~~ subsection captioned “Pricing of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictionsthis Offering” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. June 19, 2017

Appears in 1 contract

Samples: Underwriting Agreement (Bison Capital Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the~~ subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. July 11, 2019

Appears in 1 contract

Samples: Underwriting Agreement (Tuscan Holdings Corp. II)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading~~; on the date~~ . As of ~~any filing pursuant to Rule 424(b) and on~~ its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and will not include 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~~; and at~~ . At the ~~Time of Sale~~Applicable Time, the Statutory Prospectus ~~does~~ did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the representation~~ . The representations and ~~warranty~~ warranties made in this Section 2.3.1 ~~does~~ do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters or Chardan by the Underwriters or Chardan, as the case may be, expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the Underwriters and Chardan, (ii) the ~~subsection titled~~ fourth and sixth paragraphs under “Underwriting,” (iii) the statements in “Underwriting -- Conflicts of Interest,” (iv) the statements in “Underwriting—Determination of Offering Price,” and (v) the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned first paragraph under “Underwriting—Short Positions and Penalty Bids.” (“Underwriters Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Clearsign Combustion Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. ________, 2020

Appears in 1 contract

Samples: Underwriting Agreement (DD3 Acquisition Corp. II)

Appears in 1 contract

Samples: Underwriting Agreement (Lone Oak Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading~~; on the date~~ . As of ~~any filing pursuant to Rule 424(b) and on~~ its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and will not include 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~~; and at~~ . At the ~~Time of Sale~~Applicable Time, the Statutory Prospectus ~~does~~ did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the representation~~ . The representations and ~~warranty~~ warranties made in this Section 2.3.1 ~~does~~ do not apply to statements made or statements omitted in reliance upon and in strict conformity with written information furnished to the Company with respect to the ~~Underwriters~~ Underwriter by the ~~Underwriters~~ Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the ~~names~~ name and address of the ~~Underwriters~~ Underwriter, (ii) the second and fifth paragraphs under “Underwriting,” and (iii) the ~~subsection titled~~ statements in “Underwriting—Determination of Offering Price,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount~~Passive Market Making,” “Electronic Distribution,” “United Kingdom,” and ~~the subsections titled~~ “~~Price~~ European Economic Area,” and “Underwriting—Stabilization, Short ~~Positions~~Positions and Penalty Bids” ~~and~~ (“~~Selling Restrictions” included in the section captioned “Underwriting~~Underwriter Information”).”

Appears in 1 contract

Samples: Underwriting Agreement (Imprimis Pharmaceuticals, Inc.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the~~ second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. February 3, 2021

Appears in 1 contract

Samples: Underwriting Agreement (Astrea Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. December 7, 2020

Appears in 1 contract

Samples: Underwriting Agreement (DD3 Acquisition Corp. II)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled~~ subsections entitled “Price Stabilization, Short Positions,” “Determination of Offering Price,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions~~Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. [_____], 2017 Page 7 of 42

Appears in 1 contract

Samples: Underwriting Agreement (Black Ridge Acquisition Corp.)

Appears in 1 contract

Samples: Underwriting Agreement (Archimedes Tech Spac Partners Co)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” Moelis & Company LLC Xxxxxxxxxxx & Co. Inc. October 28, 2021

Appears in 1 contract

Samples: Underwriting Agreement (Cactus Acquisition Corp. 1 LTD)

Appears in 1 contract

Samples: Underwriting Agreement (Andina Acquisition Corp)

Appears in 1 contract

Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and~~ Underwriters, the ~~subsection titled~~ identity of counsel to the Underwriter contained in the section entitled “~~Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,~~Legal Matters” and the ~~subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions”~~ 4th paragraph included in the section ~~captioned~~ entitled “Underwriting.”” EarlyBirdCapital, Inc. [___________], 2016

Appears in 1 contract

Samples: Underwriting Agreement (KLR Energy Acquisition Corp.)

Appears in 1 contract

Samples: Underwriting Agreement (DD3 Acquisition Corp.)

Appears in 1 contract

Samples: Underwriting Agreement (Archimedes Tech Spac Partners Co)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading~~; on the date~~ . As of ~~any filing pursuant to Rule 424(b) and on~~ its date, the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and will not include 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~~; and at~~ . At the ~~Time of Sale~~Applicable Time, the Statutory Prospectus ~~does~~ did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the representation~~ . The representations and ~~warranty~~ warranties made in this Section 2.3.1 ~~does~~ do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the ~~Underwriters~~ Underwriter, by the ~~Underwriters~~ Underwriter, expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the ~~Underwriters~~ Underwriter, (ii) the [fourth and sixth] paragraphs under “Underwriting,” (iii) the ~~subsection titled~~ statements in “Underwriting—Determination of Offering Price,” and (iv) the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned [first paragraph] under “Underwriting—Short Positions and Penalty Bids.” (“Underwriters Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Ideal Power Inc.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the ~~names~~ subsections captioned “Pricing of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positionsthis Offering” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. [·], 2015

Appears in 1 contract

Samples: Underwriting Agreement (Barington/Hilco Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. February 11, 2021

Appears in 1 contract

Samples: Underwriting Agreement (Bite Acquisition Corp.)

10b-5 Representation. At the ~~time of effectiveness of~~ Original Effective Date, at the ~~Registration Statement~~ Effective Date (or at the effective time of any post-effective amendment to the Registration ~~Statement~~Statement subsequent to the Effective Date) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On At the Original Effective Date, at the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the ~~Statutory Prospectus~~ General Disclosure Package does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity ~~with~~ with, written information furnished to the Company with respect to the Underwriters by the ~~Underwriters~~ Representatives expressly for use in the Registration Statement, the ~~Statutory Prospectus~~ General Disclosure Package, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection~~ subsections titled “Underwriting Discount,” ~~and the subsections titled~~ “Price Stabilization, Short Positions” and “~~Selling Restrictions~~Determination of Offering Price” included in the section captioned “Underwriting”.”

Appears in 1 contract

Samples: Underwriting Agreement (GigCapital3, Inc.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the~~ subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. [______], 2019

Appears in 1 contract

Samples: Underwriting Agreement (Tuscan Holdings Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the~~ subsections titled “~~Price Stabilization, Short Positions~~Regulatory Restrictions on Purchase of Securities,” “Electronic Distribution,” “Other Activities and Relationships,” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 1 contract

Samples: Underwriting Agreement (Makara Strategic Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to (i) statements contained in the section captioned “Underwriting – Selling Restrictions – Canada” or (ii) statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the ~~names~~ subsections of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned “Underwriting” captioned “Pricing of this Offering” and “Price Stabilization and Short Positions.”” EarlyBirdCapital, Inc. _____________, 2013 Page 7 of 45

Appears in 1 contract

Samples: Underwriting Agreement (MedWorth Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading~~; on the date~~ . As of ~~any filing pursuant to Rule 424(b) and on~~ the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and will not include 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~~; and at the Time~~ . As of ~~Sale~~its date of filing, the Statutory Prospectus ~~does~~ did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the representation~~ . The representations and ~~warranty~~ warranties made in this Section 2.3.1 ~~does~~ do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the ~~Underwriters~~ Underwriter by the ~~Underwriters~~ Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the ~~names~~ name and address of the ~~Underwriters~~ Underwriter, (ii) the [third and fifth] paragraphs under “Underwriting,” (iii) the ~~subsection titled~~ statements in “Underwriting—Determination of Offering Price,” and (iv) the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned first paragraph under “Underwriting—Short Positions and Penalty Bids.” (“Underwriter’s Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Second Sight Medical Products Inc)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading~~; on the date~~ . As of ~~any filing pursuant to Rule 424(b) and on~~ the Closing Date and the Option Closing Date, if any, the Prospectus (together with any supplement thereto) did not and will not include 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~~; and at the Time~~ . As of ~~Sale~~its date of filing, the Statutory Prospectus ~~does~~ did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the representation~~ . The representations and ~~warranty~~ warranties made in this Section ~~2.3.1 does~~ 3.3.1 do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names of the Underwriters and the ~~subsection titled~~ QIU appearing under “~~Determination~~ Underwriting”, (ii) the [fourth and sixth] paragraphs under “Underwriting (Conflicts of Interest),” (iii) the statements in “Underwriting (Conflicts of Interest) – Conflicts of Interest” and similar statements on the third paragraph of the cover and “Summary – Conflicts of Interest”, (iv) the statements in “Underwriting (Conflicts of Interest)—Determination of Offering Price,” excluding statements expressing the ~~second sentence~~ number of shares of Common Stock held by the ~~subsection titled~~ Representative and its associated persons as a percentage of outstanding shares of Common Stock prior to the Offering, and (v) the first paragraph under “Underwriting ~~Discount,~~(Conflicts of Interest)—Short Positions and Penalty Bids.” ~~and the subsections titled~~ (“~~Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned “Underwriting~~Underwriters’ Information”).”

Appears in 1 contract

Samples: Underwriting Agreement (Pulse Biosciences, Inc.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by or on behalf of the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters~~ Underwriters, the first paragraph of the subsection entitled “Underwriting Discount” included in the section captioned “Underwriting” and the ~~subsection titled~~ subsections entitled “Price Stabilization, Short Positions,” “Determination of Offering Price,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions~~Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. July 27, 2017

Appears in 1 contract

Samples: Underwriting Agreement (PENSARE ACQUISITION Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration ~~Statement, the Statutory Prospectus and the Prospectus~~ Statement contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and the Registration Statement, the Statutory Prospectus and the Prospectus did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include 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, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and~~ Underwriters, the ~~subsection titled~~ third paragraph under “~~Determination of Offering Price~~Underwriting,” the ~~second sentence of~~ eighth paragraph under “Underwriting,” the ~~subsection titled~~ twelfth paragraph, the subsequent bullets and the thirteenth paragraph under “~~Underwriting Discount~~Underwriting,” and the ~~subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions” included in~~ notices to prospective investors after the ~~section captioned~~ eighteenth paragraph under “Underwriting.”

Appears in 1 contract

Samples: Underwriting Agreement (Black Mountain Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the ~~names~~ subsection captioned “Pricing of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictionsthis Offering” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. _________, 2015

Appears in 1 contract

Samples: Underwriting Agreement (Pacific Special Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the subsection titled “Determination of Offering Price,” the first and second ~~sentence~~ sentences of the ~~subsection titled~~ fourth paragraph of the section captioned “~~Underwriting Discount~~Underwriting,” and the subsections titled “~~Price Stabilization, Short Positions~~Regulatory Restricitons on Purchase of Securities” and “Selling Restrictions” included in the section captioned “Underwriting.”

Appears in 1 contract

Samples: Underwriting Agreement (AlphaVest Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled~~ subsections entitled “Price Stabilization, Short Positions,” “Determination of Offering Price,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions~~Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. April 6, 2017

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the~~ second ~~sentence~~ and third sentences of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. ________, 2021

Appears in 1 contract

Samples: Underwriting Agreement (Astrea Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by or on behalf of the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the ~~names~~ subsection captioned “Pricing of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictionsthis Offering” included in the section captioned “Underwriting.”

Appears in 1 contract

Samples: Underwriting Agreement (Bison Capital Acquisition Corp)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the ~~Time of Sale~~Applicable Time, the Registration ~~Statement~~ Statement, the Statutory Prospectus and Prospectus did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary ~~in order~~ to make the statements therein not misleading~~; on~~ . As of the ~~date of any filing pursuant to Rule 424(b)~~ Closing Date and on the Option Closing Date, if any, the Statutory Prospectus and the Prospectus (together with any supplement thereto) did not and will not include 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 at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty warranties made in this Section 2.3.1 ~~does~~ do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished by the Underwriters to the Company with respect to the ~~Underwriters by the Underwriters~~ Underwriters, expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names and addresses of the ~~Underwriters~~ Underwriters, (ii) the second sentence of the first paragraph under “Underwriting,” (iii) the fourth and seventh paragraphs under “Underwriting,” (iv) the ~~subsection titled~~ statements in “Underwriting—Determination of Offering Price,” and (v) the ~~second sentence of the subsection titled~~ first paragraph under “~~Underwriting Discount,” and the subsections titled “Price~~ Underwriting—Stabilization, Short ~~Positions~~Positions and Penalty Bids.” ~~and~~ (“~~Selling Restrictions” included in the section captioned “Underwriting~~Underwriters’ Information”).”

Appears in 1 contract

Samples: Underwriting Agreement (Parametric Sound Corp)

Appears in 1 contract

Samples: Underwriting Agreement (China VantagePoint Acquisition Co)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the ~~effective~~ time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of EarlyBirdCapital, Inc. , 2013 any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to (i) statements contained in the section captioned “Underwriting—Selling Restrictions” or (ii) statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the ~~names~~ last paragraph of the ~~Underwriters and the subsection titled “Determination of Offering Price,” the second sentence~~ cover page regarding delivery of the ~~subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization~~Public Securities, ~~Short Positions” and “Selling Restrictions” included~~ (ii) in the section captioned “Underwriting”, the list of Underwriters and their respective participation in the sale of the Public Securities and (iii) the subsections of the section captioned “Underwriting” captioned “Pricing of this Offering” and “Price Stabilization and Short Positions.”

Appears in 1 contract

Samples: Underwriting Agreement (Hf2 Financial Management Inc.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the ~~Underwriters and~~ Underwriters, the ~~subsection titled~~ identity of counsel to the Underwriter contained in the section entitled “~~Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,~~Legal Matters” and the ~~subsections titled “Price Stabilization, Short Positions” and “Selling Restrictions”~~ 4th paragraph included in the section ~~captioned~~ entitled “Underwriting.”

Appears in 1 contract

Samples: Underwriting Agreement (KLR Energy Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the ~~names~~ subsection captioned “Pricing of the Underwriters and the subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the subsections titled “Price Stabilization, Short Positions” and “Selling Restrictionsthis Offering” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. October 14, 2015

Appears in 1 contract

Samples: Underwriting Agreement (Pacific Special Acquisition Corp.)

10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include 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; and at the Time of Sale, the Statutory Prospectus does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory ~~Prospectus~~ Prospectus, or ~~Prospectus~~ Prospectus, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the names of the Underwriters and the ~~subsection titled “Determination of Offering Price,” the second sentence of the subsection titled “Underwriting Discount,” and the~~ subsections titled “Price Stabilization, Short Positions,” “Determination of Offering Price,” “Electronic Distribution” and “Selling Restrictions” included in the section captioned “Underwriting.”” EarlyBirdCapital, Inc. January 29, 2018

Appears in 1 contract

Samples: Underwriting Agreement (MTech Acquisition Corp)

10b-5 Representation. At the time ~~of effectiveness of~~ the Registration Statement became effective, upon the filing or first use (or within the meaning of the Regulations) of the Prospectus and at the ~~effective time of any post-effective amendment to~~ Closing Date and the ~~Registration Statement) and at all times subsequent thereto up to the~~ Option Closing Date, if any, the Registration ~~Statement, the Statutory Prospectus~~ Statement and the Prospectus ~~contained~~ did or will ~~contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will,~~ in all material ~~respects,~~ respects conform to the requirements of the Act and the Regulations. On the Effective ~~Date and at the Time of Sale~~Date, the Registration Statement did ~~not, and on the Closing Date it will not,~~ not contain any untrue statement of a material fact or omit to state a any material fact ~~required to be stated therein or~~ necessary ~~in order~~ to make the statements therein not misleading~~; on~~ . At the ~~date~~ Time of ~~any filing pursuant to Rule 424(b) and on the Closing Date~~Sale, the Time of Sale Prospectus ~~(together with any supplement thereto) will~~ did not ~~include~~ contain any untrue statement of a material fact or omit to state a any material fact necessary ~~in order~~ to make the statements therein, in the light of the circumstances under which they were made, not misleading; . The Prospectus, as of its date and at as of the ~~Time of Sale~~Closing Date and the Option Closing Date, ~~the Statutory Prospectus does~~ if any, did not ~~include any~~ and will not contain an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading~~; provided, however, that the~~ . The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the ~~Underwriters~~ Representative expressly for use in the Registration ~~Statement, the Statutory Prospectus~~ Statement or Prospectus or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, ~~which information~~for the purposes of this Agreement, ~~it is agreed~~information furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, ~~shall consist solely~~ (ii) the first paragraph under the heading “Pricing of This Offering” and (iii) the ~~names of the Underwriters~~ subsections “Commissions and ~~the subsection titled “Determination of Offering Price~~Discounts,” ~~the second sentence of the subsection titled~~ “~~Underwriting Discount~~Representative Shares,” “Representative Warrants,” and ~~the subsections titled~~ “~~Price Stabilization, Short Positions” and “Selling Restrictions” included in the section captioned “Underwriting~~Regulatory Restrictions on Purchase of Securities”.”

Appears in 1 contract

Samples: Underwriting Agreement (Financial Strategies Acquisition Corp.)

Common use of 10b-5 Representation Clause in Contracts