Common use of Pursuant to the Securities Act Clause in Contracts

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nano Dimension Ltd.)

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Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 235933), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities, the Representative’s Securities and the Underlying Common Stock (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (ADiTx Therapeutics, Inc.), Underwriting Agreement (ADiTx Therapeutics, Inc.), Underwriting Agreement (ADiTx Therapeutics, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 230943), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and and, as of the Effective Date thereof, will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Addentax Group Corp.), Underwriting Agreement (Addentax Group Corp.), Underwriting Agreement (Addentax Group Corp.)

Pursuant to the Securities Act. (i) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering statement, including the registration of related preliminary prospectus or prospectuses, relating to the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively), the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155220368) (the “Initial Registration Statement”); and such Initial Registration Statement, including and any related prospectus or prospectusespost-effective amendment thereto, for each in the form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement, if any, increasing the size of the Ordinary Shares Offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became become effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be and deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 virtue of Form F-3 Rule 430A under the Securities Act as to be part of the date Initial Registration Statement at the time it became effective under the Securities Act, each as amended at the time such part of such prospectusthe Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Adial Pharmaceuticals, Inc.), Underwriting Agreement (Adial Pharmaceuticals, Inc.), Underwriting Agreement (Adial Pharmaceuticals, Inc.)

Pursuant to the Securities Act. (i) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering statement, including the registration of related preliminary prospectus or prospectuses, relating to the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively), the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155231167) (the “Initial Registration Statement”); and such Initial Registration Statement, including and any related prospectus or prospectusespost-effective amendment thereto, for each in the form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement, if any, increasing the size of the Ordinary Shares Offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became become effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be and deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 virtue of Form F-3 Rule 430A under the Securities Act as to be part of the date Initial Registration Statement at the time it became effective under the Securities Act, each as amended at the time such part of such prospectusthe Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Esports Entertainment Group, Inc.), Underwriting Agreement (Esports Entertainment Group, Inc.), Underwriting Agreement (Esports Entertainment Group, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-3 (File No. 333-251155333- 225227), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became was declared effective by the Commission on December 4June 6, 2020 (the “Effective Date”)2018. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act as of the date of such prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Digital Ally Inc), Underwriting Agreement (Digital Ally Inc), Underwriting Agreement (Digital Ally Inc)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 222814), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Electrameccanica Vehicles Corp.), Underwriting Agreement (Electrameccanica Vehicles Corp.), Underwriting Agreement (Electrameccanica Vehicles Corp.)

Pursuant to the Securities Act. (i) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering statement, including the registration of related preliminary prospectus or prospectuses, relating to the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-1 (No. 333-[●]) (collectively, the “ADS Initial Registration StatementsStatement”); and such Initial Registration Statement, and any post-effective amendment thereto, each in the form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement, if any, increasing the size of the Offering (a “Rule 462(b) Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares filed pursuant to Rule 462(b) under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became become effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be and deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 virtue of Form F-3 Rule 430A under the Securities Act as to be part of the date Initial Registration Statement at the time it became effective under the Securities Act, each as amended at the time such part of such prospectusthe Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.

Appears in 3 contracts

Samples: Underwriting Agreement (Toughbuilt Industries, Inc), Underwriting Agreement (Toughbuilt Industries, Inc), Underwriting Agreement (ADial Pharmaceuticals, L.L.C.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 266102), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” which registration statement on Form F-3 (File No. 333-251155), including any related prospectus and amendment or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B of the Securities Act Regulations 430A (the “Rule 430B 430A Information”) or otherwise pursuant to of the rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations at such timeRegulations”), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of on the date of such prospectushereof.

Appears in 3 contracts

Samples: Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Pte. Ltd.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 220207), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain on the Closing Date and any Option Closing Date all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Ambow Education Holding Ltd.), Underwriting Agreement (Ambow Education Holding Ltd.)

Pursuant to the Securities Act. (i) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering statement, including the registration of related preliminary prospectus or prospectuses, relating to the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively), the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 F-1 (File No. 333-251155261423) (the “Initial Registration Statement”); and such Initial Registration Statement, including and any related prospectus or prospectusespost-effective amendment thereto, for each in the form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement, if any, increasing the size of the Ordinary Shares Offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became become effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be and deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 virtue of Form F-3 Rule 430A under the Securities Act as to be part of the date Initial Registration Statement at the time it became effective under the Securities Act, each as amended at the time such part of such prospectusthe Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Versus Systems Inc.), Underwriting Agreement (Versus Systems Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 333-[•]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Skillful Craftsman Education Technology LTD), Underwriting Agreement (Skillful Craftsman Education Technology LTD)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 184007), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (usell.com, Inc.), Underwriting Agreement (usell.com, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-3 (File No. 333-251155273430), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became was declared effective by the Commission on December 4August 14, 2020 (the “Effective Date”)2023. The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Sidus Space Inc.), Underwriting Agreement (Sidus Space Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 220754), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (PARETEUM Corp), Underwriting Agreement (PARETEUM Corp)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-______, including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.)

Pursuant to the Securities Act. (i) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering statement, including the registration of related preliminary prospectus or prospectuses, relating to the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively), the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 F-1 (File No. 333-251155250868) (the “Initial Registration Statement”); and such Initial Registration Statement, including and any related prospectus or prospectusespost-effective amendment thereto, for each in the form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement, if any, increasing the size of the Ordinary Shares Offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became become effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be and deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 virtue of Form F-3 Rule 430A under the Securities Act as to be part of the date Initial Registration Statement at the time it became effective under the Securities Act, each as amended at the time such part of such prospectusthe Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Versus Systems Inc.), Underwriting Agreement (Versus Systems Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[ ]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Guardion Health Sciences, Inc.), Underwriting Agreement (Guardion Health Sciences, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 259358), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities, the Representative’s Securities and the Underlying Common Stock (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

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

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 199753), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (AMEDICA Corp), Underwriting Agreement (AMEDICA Corp)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[___]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Guardion Health Sciences, Inc.), Underwriting Agreement (Guardion Health Sciences, Inc.)

Pursuant to the Securities Act. (i) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering statement, including the registration of related preliminary prospectus or prospectuses, relating to the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively), the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155204672), including (the “Initial Registration Statement”); and such Initial Registration Statement, and any related prospectus or prospectusespost-effective amendment thereto, for each in the form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement, if any, increasing the size of the Ordinary Shares Offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became become effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be and deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 virtue of Form F-3 Rule 430A under the Securities Act as to be part of the date Initial Registration Statement at the time it became effective under the Securities Act, each as amended at the time such part of such prospectusthe Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement on Form F-6 (File NosNo. 333-230728 and 333-251125230728) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration StatementsStatement”) and a “shelf” registration statement on Form F-3 (File No. 333-251155249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was declared effective by the Commission on April 15June 18, 2019 and December 4, 2020, respectively, 2015 and the Registration Statement became was declared effective by the Commission on December 4October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nano Dimension Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement on Form F-6 (File NosNo. 333-230728 and 333-251125204797) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration StatementsStatement”) and a “shelf” registration statement on Form F-3 (File No. 333-251155237668), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was declared effective by the Commission on April 15June 18, 2019 and December 4, 2020, respectively, 2015 and the Registration Statement became was declared effective by the Commission on December 4May 19, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nano Dimension Ltd.), Securities Purchase Agreement (Nano Dimension Ltd.)

Pursuant to the Securities Act. (i) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering statement, including the registration of related preliminary prospectus or prospectuses, relating to the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively), the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155249208) (the “Initial Registration Statement”); and such Initial Registration Statement, including and any related prospectus or prospectusespost-effective amendment thereto, for each in the form previously delivered to you, have been declared effective by the Commission, in such form. Other than a registration statement, if any, increasing the size of the Ordinary Shares Offering (a “Rule 462(b) Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became become effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such upon filing, the term “Registration Statement” shall include such registration statement filed pursuant no other document with respect to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called has heretofore been filed with the “Base Prospectus.” Each preliminary prospectus supplement to Commission. The various parts of the Base Prospectus (Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be and deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 virtue of Form F-3 Rule 430A under the Securities Act as to be part of the date Initial Registration Statement at the time it became effective under the Securities Act, each as amended at the time such part of such prospectusthe Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act, are hereafter collectively referred to as the “Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Recruiter.com Group, Inc.), Underwriting Agreement (Recruiter.com Group, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 219451), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (HUI YING FINANCIAL HOLDINGS Corp)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 268008), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities, the Representative’s Securities and the Underlying Common Stock (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Arch Therapeutics, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statements statement, and amendments thereto (including post-effective amendment no. 1 filed on July [●], 2015), on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155198881), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act of 1933, as amended (the "Securities Act"), which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the post-effective amendment to the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the "Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time")), is referred to herein as the "Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” " If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term "Registration Statement" shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became post-effective on April 15, 2019 and December 4, 2020, respectively, and amendment to the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of on the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (PetroShare Corp.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and any amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 222814), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Electrameccanica Vehicles Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statements statement, and an amendment or amendments thereto, on Form F-6 S-3 (File NosNo. 333-230728 and 333-251125) covering 252386), including any related prospectus or prospectuses for the registration of the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) ), which became effective as of February 2, 2021 (collectively, the “ADS Registration StatementsEffective Date) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related a base prospectus or prospectusesrelating to the Public Securities (the “Base Prospectus”), for and such amendments and supplements thereto as may have been required to the registration date of the Ordinary Shares under the Securities Actthis Agreement, which registration statements were statement, Base Prospectus and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Base Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Biovie Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement on Form F-6 (File NosNo. 333-230728 and 333-251125204797) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration StatementsStatement”) and a “shelf” registration statement on Form F-3 (File No. 333-251155217173), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was declared effective by the Commission on April 15June 18, 2019 and December 4, 2020, respectively, 2015 and the Registration Statement became was declared effective by the Commission on December 4April 14, 2020 2017 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Nano Dimension Ltd.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and any amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 253920), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Inspira Technologies OXY B.H.N. LTD)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 333-[__________]), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and and, as of the Effective Date thereof, will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Sentage Holdings Inc.)

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Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 268008), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities and the Underlying Common Stock (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Arch Therapeutics, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”Commission “) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125239892) covering including any related prospectus or prospectuses, for the registration of the ADSs Shares and the Underwriter’s Securities, under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date, as defined in Section 2.1.3 below, pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of on the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (Applied UV, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 256785), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities, the Representative’s Securities and the Underlying Common Stock (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Data443 Risk Mitigation, Inc.)

Pursuant to the Securities Act. The Company meets the general eligibility requirements for the use of Form F-10 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission (the “Rules and Regulations”) on Form F-10 (File No. 333-255264) on April 15, 2021 and as amended and filed on May 10, 2021 and June 1, 2021, providing for the offer and sale, from time to time, of up to C$700,000,000 (or the equivalent in other currencies based on the exchange rate at the time of the offering) of the Company’s securities (the “Registration Statement”). The Registration Statement, including the Amended and Restated Canadian Final Base Shelf Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable Rules and Regulations) therein and all exhibits thereto and all documents incorporated by reference therein, became effective pursuant to Rule 467(a) under the Securities Act on June 1, 2021. In connection with the filing of the Registration Statement, the Company has filed with the Commission, on April 15, 2021, an appointment of agent for service of process upon the Company on Form F-X (the Securities Act RegulationsForm F-X”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act Act. The prospectus included in the Registration Statement at such the time and the it became effective, including documents and information otherwise deemed to be a part thereof or included incorporated therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such timeby reference, is referred to herein as the “Registration Statement.” The Registration Statement at U.S. Base Prospectus”. No stop order suspending the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) effectiveness of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) has been issued under the Securities Act is herein called the “Prospectus.” Any reference herein and no proceedings for that purpose have been instituted or are pending or, to the Base Prospectusknowledge of the Company, are contemplated by the Commission and any Preliminary Prospectus or request on the Prospectus shall be deemed to refer to part of the Commission for additional information has been complied with. The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 433 under the Securities Act as of with respect to the date of such prospectusOffering contemplated hereby.

Appears in 1 contract

Samples: Underwriting Agreement (HEXO Corp.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 228086), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Guardion Health Sciences, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 204902), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (The Future Education Group Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement on Form F-6 (File NosNo. 333-230728 and 333-251125204797) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration StatementsStatement”) and a “shelf” registration statement on Form F-3 (File No. 333-251155249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was declared effective by the Commission on April 15June 18, 2019 and December 4, 2020, respectively, 2015 and the Registration Statement became was declared effective by the Commission on December 4October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nano Dimension Ltd.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement on Form F-6 S-3 (File NosNo. 333-230728 and 333-251125) covering 250982), including any related prospectus or prospectuses, for the registration of the ADSs Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such timeamendments, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was declared effective by the Commission on April 1523, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus2021.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Creatd, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333- 230985), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (SeqLL, Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") registration statements on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a "shelf" registration statement on Form F-3 (File No. 333-251155273197), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities and the Representative's Securities under the Securities Act, which registration statements were statement and amendment or amendments was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") and contain and will contain contains all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated by reference pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the "Rule 430B Information”) ")), or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the "Registration Statement." The Registration Statement at the time it originally became effective is referred to herein as the "Initial Registration Statement." If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term "Registration Statement" shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became was declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectuson July 14, 2023.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (ImmunoPrecise Antibodies Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 333-[•]), including any related prospectus or prospectuses, for the registration of the ADSs offering and sale of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of on the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (FGI Industries Ltd.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 233067), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Guardion Health Sciences, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statements statement, and amendments thereto (including post-effective amendment no. 4 filed on November 4, 2015), on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155198881), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act of 1933, as amended (the "Securities Act"), which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the post-effective amendment to the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the "Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time")), is referred to herein as the "Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” " If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term "Registration Statement" shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became post-effective on April 15, 2019 and December 4, 2020, respectively, and amendment to the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of on the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (PetroShare Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) A registration statements statement on Form F-6 (File NosNo. 333-230728 and 333-251125220689) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration StatementsStatement”) has been filed with the U.S. Securities and Exchange Commission (the “Commission”). The Company has filed a “shelf” registration statement on Form F-3 (File No. 333-251155234445), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was initially declared effective by the Commission on October 11, 2017, post-effective amendment no. 1 thereto was automatically effective on April 15March 27, 2019 and December 4, 2020, respectively, 2018 and the Registration Statement became was declared effective by the Commission on December 4November 14, 2020 2019 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Piedmont Lithium LTD)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statements statement, and amendments thereto (including post-effective amendment no. 2 filed on August [●], 2015), on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155198881), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act of 1933, as amended (the "Securities Act"), which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the post-effective amendment to the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the "Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time")), is referred to herein as the "Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” " If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term "Registration Statement" shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became post-effective on April 15, 2019 and December 4, 2020, respectively, and amendment to the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of on the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (PetroShare Corp.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 F-1 (File NosNo. 333-230728 and 333-251125) covering 235982), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and and, as of the Effective Date thereof, will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Goxus, Inc)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement on Form F-6 (File NosNo. 333-230728 and 333-251125203937) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration StatementsStatement”) and a “shelf” registration statement on Form F-3 (File No. 333-251155238162), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became Statement was declared effective by the Commission on April May 15, 2019 and December 4, 2020, respectively, 2015 and the Registration Statement became was declared effective by the Commission on December 4May 15, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Medigus Ltd.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 228044), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities, the Representatives’ Securities and the Underlying Common Stock (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Bionik Laboratories Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statements statement, and an amendment or amendments thereto, on Form F-6 S-3 (File NosNo. 333-230728 and 333-251125) covering 229534), including any related prospectus or prospectuses for the registration of the ADSs Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) ), which became effective as of February 19, 2019 (collectively, the “ADS Registration StatementsEffective Date) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related a base prospectus or prospectusesrelating to the Public Securities (the “Base Prospectus”), for and such amendments and supplements thereto as may have been required to the registration date of the Ordinary Shares under the Securities Actthis Agreement, which registration statements were statement, Base Prospectus and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Base Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Hepion Pharmaceuticals, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statements statement, and an amendment or amendments thereto, on Form F-6 S-1 (File NosNo. 333-230728 and 333-251125) covering 234322), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representatives’ Securities under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 (File No. 333-251155), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became effective on April 15, 2019 and December 4, 2020, respectively, and the Registration Statement became effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Guardion Health Sciences, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statements statement, and amendments thereto (including post-effective amendment no. 4 filed on November 4, 2015 ), on Form F-6 (File Nos. 333-230728 and 333-251125) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “ADS Registration Statements”) and a “shelf” registration statement on Form F-3 S-1 (File No. 333-251155198881), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act of 1933, as amended (the "Securities Act"), which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the post-effective amendment to the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the "Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time")), is referred to herein as the "Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” " If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term "Registration Statement" shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statements became post-effective on April 15, 2019 and December 4, 2020, respectively, and amendment to the Registration Statement became has been declared effective on December 4, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with by the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of on the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (PetroShare Corp.)

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