Common use of Amendment to Registration Statement Clause in Contracts

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 #####.

Appears in 1 contract

Samples: Securities Purchase Agreement (Virgin America Inc.)

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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: ##### Xxxxxxx@xxxxxxxxxx.xxx and #####xxxxx@xxxxxxxxxx.xxx), in the case of Virgin Group, to Xxxxx Xxxxxxxxx or Xxxxxx Xxxxxxx (provided that the email is sent to both of such persons at the following email addresses: ##### Xxxxx.Xxxxxxxxx@xxxxxx.xxx and #####xxxxxxxx@xxxxxxxxx.xxx), in the case of Cyrus, to Xxxxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxxx XX III (provided that the email is sent to both of such persons at the following email addresses: ##### XXxxxxx@XXXXXXXXXXXX.XXX and #####)xxxxxxxx@xxxxxxxx.xxx) 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: ##### xxxxx.xxxx@xxxxxxxxxxxxx.xxx and #####xxxx.xxxxxx@xxxxxxxxxxxxx.xxx).

Appears in 1 contract

Samples: Securities Purchase Agreement (Virgin America Inc.)

Amendment to Registration Statement. At least two three (23) hours prior to the filing of any such amendment with the Commission, the Company shall provide notice to each 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 2 to the Registration Statement (i.e., between $21.00 and $24.00 23.00 per share) (the “Amendment Notice”); provided, that the Amendment Notice may only be sent between the hours of 8:00 a.m. and 6:00 p.m. Eastern Standard Time on a day other than a Saturday, a Sunday, or any day on which commercial banks New York City, New York are permitted to be closed. In the event that a Buyer receives an Amendment NoticeNotice in accordance with the prior sentence, Buyer such Buyer’s obligations under this Agreement shall have automatically terminate at the right, but not end of the obligation, within the two three (23) hour period following receipt of the Amendment Notice, to terminate this Agreement by giving Notice unless such Buyer gives notice to the Company and the SellersSeller within such three (3) hour period of its intent not to terminate this Agreement. Notwithstanding anything to the contrary contained in Section 7 8 hereof, (i) notices under this Section 3 to the Buyers shall be given by both email and telephone (including voicemail, in the event such party does not answer such telephone call; provided, that in such case notice shall also be given by telephone to [***] and a voicemail shall be left regarding such notice if such person does not answer such telephone call) to be effective, in the case of each Buyer, to [***], and (ii) in the case of Seller notices under this Section 3 shall be given both by live telephone conversation and by email to be effective, in the case of Buyerto Xxxxx X. Xxxxxx, to Xxxxxx Xxxxxxx or Xxxxx Xxxxx Esq. (provided that the email is sent to both such person at the following email address: xxxxxxx@xxxxxxxxx.xxx) and (iii) in the case of the Company notices under this Section 3 shall be given by email to be effective, to Xxxx Xxxxx and Xxxx Xxxxxxxxxx (provided that the email is sent to such persons at the following email addresses: ##### xxxx.xxxxx@xxxxxxxxxx.xxx and #####xxxx.xxxxxxxxxx@xxxxxxxxxx.xxx), 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 #####.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sun Country Airlines Holdings, Inc.)

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 2 to the Registration Statement (i.e., between $21.00 and $24.00 23.00 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 SellersSeller. Notwithstanding anything to the contrary contained in Section 7 8 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 Groupin the case of Seller, to Xxxxx Xxxxxxxxx or Xxxxxx Xxxxxxx X. Xxxxxx, Esq., (000) 000-0000 (provided that the email is sent to both of such persons person at the following email addressesaddress: ##### 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 #####)xxxxxxx@xxxxxxxxx.xxx) and, in the case of the Company, to Xxxx Xxxxx Xxxx and Xxxx Xxxxxx Xxxxxxxxxx (provided that the email is sent to both of such persons at the following email addresses: ##### xxxx.xxxxx@xxxxxxxxxx.xxx and #####xxxx.xxxxxxxxxx@xxxxxxxxxx.xxx).

Appears in 1 contract

Samples: Securities Purchase Agreement (Sun Country Airlines Holdings, Inc.)

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Amendment to Registration Statement. At least two (2) hours prior The Company hereby agrees to the filing of any such amendment with the Commission, the Company shall provide Buyer notice to Buyer of any amendment to the Registration Statement that would increase the top end of materially change the price range reflected on the cover page of the prospectus forming a part of Amendment No. 7 3 to the Registration Statement (i.e., between $21.00 15.00 and $24.00 17.00 per share) or the number of shares to be sold in the IPO as reflected in such prospectus (the "Amendment Notice”)") at least two (2) hours prior to the filing of such amendment. 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 SellersCompany. Notwithstanding anything to the contrary contained in Section 7 8 hereof, notices under this Section 3 shall be given both by live telephone conversation and by email to be effectiveemail, in the case of Buyer, to Xxxxxx Xxxxxxx or Xxxxx Xxxxx Xxxx XxXxxxx (provided that the email is sent to both of such persons at the following email addresses: ##### Xxxxxxx@xxxxxxxxxx.xxx 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 #####)XxXxxxx@xxxxxxxxxx.xxx) and, in the case of the Company, to Xxxxx Xxxxxxxxx, Xxxxxx Xxxx and Xxxx Xxxxxx or Xxx Xxxxxxxx (provided that the email is sent to both all three of such persons at the following email addresses: ##### xxxxxxxxxx@xxxxxxxxxxxx.xxx, xxxxx@xxxxxxxxxxxx.xxx and #####XXxxxxxxx@xxxxxxxxx.xxx).

Appears in 1 contract

Samples: Stock Purchase Agreement (Allegiant Travel CO)

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