Amendment to Registration Statement. No amendment or supplement to the Registration Statement or the Prospectus or Issuer Free Writing Prospectus shall be filed to which the Underwriters shall have reasonably objected in writing.
Amendment to Registration Statement. At least two (2) hours prior to the filing of any such amendment with the Commission, the Company shall provide notice to Buyer of any amendment to the Registration Statement that would increase the top end of the price range reflected on the cover page of the prospectus forming a part of Amendment No. 7 to the Registration Statement (i.e., between $21.00 and $24.00 per share) (the “Amendment Notice”). In the event that Buyer receives an Amendment Notice, Buyer shall have the right, but not the obligation, within the two (2) hour period following receipt of the Amendment Notice, to terminate this Agreement by giving notice to the Company and the Sellers. Notwithstanding anything to the contrary contained in Section 7 hereof, notices under this Section 3 shall be given both by live telephone conversation and by email to be effective, in the case of Buyer, to Xxxxxx Xxxxxxx or Xxxxx Xxxxx (provided that the email is sent to both of such persons at the following email addresses: ##### and #####), Virgin Group, to Xxxxx Xxxxxxxxx or Xxxxxx Xxxxxxx (provided that the email is sent to both of such persons at the following email addresses: ##### and #####), in the case of Cyrus, to Xxxxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxxx XX (provided that the email is sent to both of such persons at the following email addresses: ##### and #####), in the case of the Company, to Xxxxx Xxxx and Xxxx Xxxxxx (provided that the email is sent to both of such persons at the following email addresses: ##### and #####.
Amendment to Registration Statement. The Company will cause a post-effective amendment to the Registration Statement with respect to this Agreement (the "AMENDMENT"), which Amendment must be reasonably satisfactory in form and substance to Purchaser, to be filed and declared effective as soon as reasonably practicable and will advise the Purchaser promptly and, if requested by the Purchaser, will confirm such advice in writing, when it receives notice that the Amendment has become effective.
Amendment to Registration Statement. Air-Cure has delivered to the Shareholders and the Shareholders acknowledge receipt of the Air-Cure prospectus (the "Prospectus"), which
1. The Amendment to the Registration Statement will also be intended to register the resale of the Air-Cure Stock by the Resulting Air-Cure Shareholders, subject to compliance with the applicable securities laws and other laws regarding such resale. Such registration of the resale of the Air-Cure Stock shall cover 30% of the shares of Air-Cure Stock issued to each Resulting Air-Cure Shareholder in the Merger during the first year following the Closing, then an additional 30% during the second year following the Closing, and the balance during the third year following the Closing. Any shares of Air-Cure Stock not resold by a Resulting Air-Cure Shareholder during the period following the Closing in which those shares are registered for resale will continue to be registered for resale, provided however, that Air-Cure will have no obligation to register or to continue the registration of any such shares for resale following the expiration of three (3) years from the Closing Date. The registration rights granted under this Section 6.2 shall be nontransferable. The Resulting Air-Cure Shareholders whose Air-Cure Stock will be registered for resale are listed on Schedule 4.3B. The Shareholders shall cooperate fully with Air-Cure by furnishing all information concerning all Resulting Air-Cure Shareholders and Allied required or appropriate for preparation and inclusion in the amendment to the Registration Statement. Air-Cure shall use its reasonable best efforts to cause the amendment to the Registration Statement to become effective as soon as possible after filing. The shares of Air-Cure Stock to be issued to the Shareholders pursuant to Section 2.1 will be issued under the Registration Statement. In connection with such registration, Air-Cure shall also register such shares under the Blue Sky laws of the states which may be specified by the Shareholders; provided that Air-Cure shall not be required to register such shares in a state if it would be required to (i) qualify as a foreign corporation in such state and it is not otherwise required to be so qualified, (ii) consent to general
Amendment to Registration Statement. 16 Section 4.8 Other Agreements and Other Financings.................................... 16 Section 4.9 Stop Orders.............................................................. 17 Section 4.10 Amendments to the Registration Statement................................. 17 Section 4.11 Prospectus Delivery...................................................... 18 Section 4.12
Amendment to Registration Statement. (a) CIT shall file with the SEC as promptly as practicable a post-effective amendment to its registration statement on Form N-1A reflecting the proposed modifications of its investment restrictions and shall use its best efforts to
(b) SRF shall file with the SEC, as promptly as practicable, a registration statement on Form N-1A pursuant to Rule 414 under the 1933 Act and 1940 Act adopting CIT's registration statement on Form N-1A as amended, and shall use its best efforts to ensure that the SEC will declare effective such registration statement immediately prior to the Effective Time.
Amendment to Registration Statement. The Purchaser shall use reasonable best efforts to file an amendment to the Registration Statement as promptly as practicable, and in no event later than October 9, 2023.”
(q) Section 8.1(b) of the Merger Agreement is hereby amended by deleting it in its entirety and replacing it with the following: “by written notice by the Purchaser or the Company if any of the conditions to the Closing set forth in Article VII have not been satisfied or waived by December 31, 2023 (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;
(r) Section 8.1 of the Merger Agreement is hereby amended by adding the following as a new Section 8.1(j), Section 8.1(k), Section 8.1(l), and Section 8.1(m). “(j) by the Purchaser if the License Agreement Waiver has not been obtained by the earlier of September 30, 2023 and the Target Filing Date;
Amendment to Registration Statement. On or as soon as practicable following the closing of Kroll's presently proposed acquisition identified by Kroll in a separxxx xxxter to Palisade (the "Acquisition"), Kroll shall amend or supplement its Registration Statement on Form S-3 (the "Registration Statement") relating to the resale of the Notes and the shares of Common Stock issuable upon conversion of the Notes to include appropriate disclosure in such Registration Statement relating to the Acquisition and the amendments to the Notes provided for in this Agreement.
Amendment to Registration Statement. The Company shall provide, during normal business hours, to the Purchaser a true and complete copy of, and an opportunity to comment on, any amendment to the Registration Statement which first discloses, or reflects a revision to the disclosure of, the sale of the Purchased Shares or any other disclosure regarding the Purchaser, SNAP! LLC, or any entity the name of which incorporates "NBC," "General Electric" or "GE," not less than two (2) hours prior to the filing of such amendment with the SEC.
Amendment to Registration Statement. (a) The Company will file a Form S-1/A within thirty (30) days after the Initial Closing Date amending the Form S-1 to reflect the Offering and any other events necessary to be disclosed therein for the Form S-1 to be current and the prospectus therein to be employed in connection with the sale and resale of the securities therein registered. The Company will diligently pursue obtaining the effectiveness of such amended Form S-1.
(b) Purchasers and their respective counsels shall be given a reasonable opportunity to review and comment upon the Form S-1 prior to the filing thereof with the Commission, and shall provide any comments thereon as soon as reasonably practicable. The Company will promptly notify Purchasers upon communication from the Commission that the Commission has declared effective the Form S-1/A.
