Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly. (ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 16 contracts
Samples: Common Stock Purchase Agreement (Dynavax Technologies Corp), Common Stock Purchase Agreement (Dyax Corp), Common Stock Purchase Agreement (Syntroleum Corp)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Color Star Technology Co., Ltd.), Securities Purchase Agreement (Meten Holding Group Ltd.), Securities Purchase Agreement (TDH Holdings, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement or the Agreement other Transaction Documents or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of the Convertible Notes or the Conversion Shares by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares such securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Comstock Inc.), Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Dogness (International) Corp), Securities Purchase Agreement (Dogness (International) Corp), Securities Purchase Agreement (Super League Gaming, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, the this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (GreenBox POS), Securities Purchase Agreement (Eros International PLC)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (ia) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (ai) the Investor shall not previously have been advised, (bii) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (iii) the Company shall not have given due consideration to any comments thereon received from the Investor or its counselcounsel prior to filing with the Commission, or (civ) the Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.7, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any (1) Prospectus Supplement with respect to the Shares Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Investor promptlypromptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.
(iib) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Professional Diversity Network, Inc.), Common Stock Purchase Agreement (Arcimoto Inc), Common Stock Purchase Agreement (Verb Technology Company, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities 1933 Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Kaixin Holdings), Securities Purchase Agreement (Annovis Bio, Inc.), Securities Purchase Agreement (Annovis Bio, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, the this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities 1933 Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Xiao-I Corp), Securities Purchase Agreement (Fisker Inc./De), Securities Purchase Agreement (Evofem Biosciences, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (c) the Company shall not have given due consideration to any comments thereon received from the Investor or its counselcounsel prior to filing with the Commission, or (cd) the Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor's right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.8, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any (1) Prospectus Supplement with respect to the Shares Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Investor promptlypromptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in ".pdf" format to an e-mail account designated by the Investor.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “"Permitted Free Writing Prospectus.” " The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (DryShips Inc.), Common Stock Purchase Agreement (DryShips Inc.), Common Stock Purchase Agreement (DryShips Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement, the Agreement Warrants or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement Agreement, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares RD Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 3 contracts
Samples: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Securities Purchase Agreement (CBAK Energy Technology, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investorany Buyer, this Agreement, the Agreement Certificate of Designations, the RD Securities, or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the Investorany Buyer, this Agreement Agreement, the Certificate of Designations, the RD Securities or the transactions contemplated hereby or thereby with respect to which (a) the Investor such Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor such Buyer or its counsel, or (c) the Investor such Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investorsuch Buyer, the Investor such Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor such Buyer and the Company shall expeditiously furnish to the Investor such Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investoreach Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares RD Securities by the Investorsuch Buyer, the Company shall not file any Prospectus Supplement with respect to the Shares RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor such Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Magnegas Corp), Securities Purchase Agreement (Magnegas Corp)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (c) the Company shall not have given due consideration to any comments thereon received from the Investor or its counselcounsel prior to filing with the Commission, or (cd) the Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.8, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares by the Investor, the Company shall not file any (1) Prospectus Supplement with respect to the Shares Shares, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Investor promptlypromptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Globalstar, Inc.), Common Stock Purchase Agreement (Delcath Systems Inc)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (ia) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (ai) the Investor shall not previously have been advised, (bii) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (iii) the Company shall not have given due consideration to any comments thereon received from the Investor or its counselcounsel prior to filing with the Commission, or (civ) the Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.3, and not this Section 5.7, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any (1) Prospectus Supplement with respect to the Shares Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Investor promptlypromptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.
(iib) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Myomo, Inc.), Common Stock Purchase Agreement (Evofem Biosciences, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping. Buyers consent to the following Issuer Free Writing Prospectus: Press Release on CRG Amendment and Board Changes, issued by the Company on May 17, 2018 and filed as a free writing prospectus.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Broadfin Capital, LLC), Securities Purchase Agreement (Biodelivery Sciences International Inc)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase or sale of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Omeros Corp), Common Stock Purchase Agreement (Synta Pharmaceuticals Corp)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Poniard Pharmaceuticals, Inc.), Common Stock Purchase Agreement (MAP Pharmaceuticals, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (ia) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the InvestorPurchaser, this Agreement or the Agreement other Transaction Documents or the transactions contemplated hereby or thereby or file with the Commission any Prospectus Supplement that relates to the InvestorPurchaser, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Investor Purchaser shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Purchaser or its counsel, or (c) the Investor Purchaser shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than twenty-four (24) hours) so inform the InvestorPurchaser, the Investor Purchaser shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Purchaser and the Company shall expeditiously furnish to the Investor Purchaser an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorPurchaser, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of the Registrable Shares by the InvestorPurchaser, the Company shall not file any Prospectus Supplement with respect to the Shares such securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Purchaser promptly.
(iib) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Purchaser it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Purchaser with the Commission or retained by the Company or the Investor Purchaser under Rule 433 under the Securities Act. The Investor Purchaser has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Purchaser or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” ”. The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ault Alliance, Inc.), Securities Purchase Agreement (Ecoark Holdings, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement, the Agreement Common Shares, the Warrants or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement Agreement, the Common Shares, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares RD Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares RD Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares RD Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 2 contracts
Samples: Securities Purchase Agreement (CAPSTONE TURBINE Corp), Securities Purchase Agreement (Clean Diesel Technologies Inc)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (c) the Company shall not have given due consideration to any comments thereon received from the Investor or its counselcounsel prior to filing with the Commission, or (cd) the Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.8, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares by the Investor, the Company shall not file any (1) Prospectus Supplement with respect to the Shares Shares, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Investor promptlypromptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (EnteroMedics Inc), Common Stock Purchase Agreement (Trius Therapeutics Inc)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement, the Agreement Warrants or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement Agreement, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares RD Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ATIF Holdings LTD), Securities Purchase Agreement (Sigma Labs, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any supplement (each, a “Prospectus Supplement”) to the initial Prospectus included in the Registration Statement at the time it was initially declared effective by the SEC (the “Initial Prospectus”) that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file the Initial Prospectus or any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement(including each Prospectus Supplement in effect as of such time, together with the Base Prospectus, if any) to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Securities Purchase Agreement (My Size, Inc.), Securities Purchase Agreement (My Size, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement (as defined in the Registration Rights Agreement) that relates to the InvestorBuyer, this Agreement, the Agreement Note, the Warrant or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement prospectus supplement that relates to the InvestorBuyer, this Agreement Agreement, the Note, the Warrant or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus prospectus relating to the Registration Statement (“Prospectus”) to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than forty-eight (48) hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer within two (2) Business Days of receipt thereof and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares RD Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares RD Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the RD Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the RD Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares RD Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the RD Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement or the Agreement other Transaction Documents or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of the Preferred Shares, Conversion Shares or Commitment Shares by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares such securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 2 contracts
Samples: Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Jones Soda Co), Common Stock Purchase Agreement (NeoStem, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement Agreement, as may be required to update any registration statement on Form S-1 of the Company, and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement or any other Transaction Document or the Agreement Royalty PSA or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or any other Transaction Document or the Royalty PSA or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities 1933 Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Oramed Pharmaceuticals Inc.), Securities Purchase Agreement (Scilex Holding Co)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Poniard Pharmaceuticals, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement, the Agreement Indenture, the Notes, the Warrants or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement Agreement, the Indenture, the Notes, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares RD Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares RD Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares RD Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, the this Agreement or any Transaction Document or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or any Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities 1933 Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (ia) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the InvestorPurchasers, this Agreement or the Agreement other Transaction Documents or the transactions contemplated hereby or thereby or file with the Commission any Prospectus Supplement that relates to the InvestorPurchasers, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Investor Purchasers shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Purchasers or its their counsel, or (c) the Investor Purchasers shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than twenty-four (24) hours) so inform the InvestorPurchasers, the Investor Purchasers shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Purchasers and the Company shall expeditiously furnish to the Investor Purchasers an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorPurchasers, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of the Conversion Shares or Registered Shares by the InvestorPurchasers, the Company shall not file any Prospectus Supplement with respect to the Shares such securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Purchasers promptly.
(iib) The Company has not made, and agrees that, that unless it obtains the prior written consent of the InvestorPurchasers (which consent shall not be unreasonably withheld, delayed or conditioned in the sole discretion of such Purchasers) it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Purchasers with the Commission or retained by the Company or the Investor Purchasers under Rule 433 under the Securities Act. The Investor agrees thatPurchasers have not made, and agree that unless it they obtains the prior written consent of the Company, it has not made and Company they will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Purchasers or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” ”. The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (New Age Beverages Corp)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company agrees thatthat it has not made and, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees thatthat it has not made and, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Arena Pharmaceuticals Inc)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports and current reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any supplement (each, a “Prospectus Supplement”) to the initial Prospectus included in the Registration Statement at the time it was initially declared effective by the SEC (the “Initial Prospectus”) that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1930 Xxx) is xs required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file the Initial Prospectus or any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement(including each Prospectus Supplement in effect as of such time, together with the Base Prospectus, if any) to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement, the Agreement Indenture, the Notes or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement Agreement, the Indenture, the Notes or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Securities (other than the Series A Warrant Shares and the Series B Warrant Shares) by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Securities (other than the Series A Warrant Shares and the Series B Warrant Shares) without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Ethanol, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company agrees thatthat it has not made and, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees thatthat it has not made and, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Preferred Shares by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Preferred Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (Delcath Systems, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement (as defined in the Registration Rights Agreement) that relates to the InvestorBuyer, this Agreement, the Agreement Note, the Warrant or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement prospectus supplement that relates to the InvestorBuyer, this Agreement Agreement, the Note, the Warrant or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus prospectus relating to the Registration Statement (“Prospectus”) to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than forty-eight (48) hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer within two (2) Business Days of receipt thereof and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (ARJ Consulting, LLC)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, the this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (One Stop Systems, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (c) the Company shall not have given due consideration to any comments thereon received from the Investor or its counselcounsel prior to filing with the Commission, or (cd) the Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.8, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any (1) Prospectus Supplement with respect to the Shares Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Investor promptlypromptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in pdf” format to an e-mail account designated by the Investor.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Santa Fe Gold CORP)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “"Permitted Free Writing Prospectus.” " The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Ariad Pharmaceuticals Inc)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports and current reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any supplement (each, a “Prospectus Supplement”) to the initial Prospectus included in the Registration Statement at the time it was initially declared effective by the SEC (the “Initial Prospectus”) that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file the Initial Prospectus or any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement(including each Prospectus Supplement in effect as of such time, together with the Base Prospectus, if any) to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Alexza Pharmaceuticals Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (a) .
(i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dehaier Medical Systems LTD)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase or sale of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Sun Communities Inc)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement or the Agreement other Transaction Documents or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of the Preferred Shares or the Conversion Shares by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares such securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
(iii) For so long as any of the Warrants remain outstanding, the Company shall use its best efforts to maintain the effectiveness of the Registration Statement for the issuance thereunder of the Warrant Shares, provided that if at any time while the Warrants are outstanding the Company shall be ineligible to utilize Form F-3 (or any successor form) for the purpose of issuance of the Warrant Shares, the Company shall promptly amend the Registration Statement on such other form as may be necessary to maintain the effectiveness of the Registration Statement for this purpose. If at any time following the date hereof the Registration Statement is not effective or is not otherwise available for the issuance of the Securities or any prospectus contained therein is not available for use, the Company shall immediately notify the holders of the Securities in writing that the Registration Statement is not then effective or a prospectus contained therein is not available for use and thereafter shall promptly notify such holders when the Registration Statement is effective again and available for the issuance of the Securities or such prospectus is again available for use. For the sake of clarity, the parties acknowledge that the Registration Statement will not be considered current beginning on October 1, 2017 and lasting until the Company files interim financial statements for the six months ended June 30, 2017 and 2016.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tantech Holdings LTD)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due reasonable consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file promptly deliver or make available to the Buyer any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus SupplementSecurities, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) that was or will be required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (JA Solar Holdings Co., Ltd.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investorany Buyer, this Agreement, the Agreement Statements of Designations, the Preferred Shares, the Warrants, or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the Investorany Buyer, this Agreement Agreement, the Statements of Designations, the Preferred Shares, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Investor such Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor such Buyer or its counsel, or (c) the Investor such Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investorsuch Buyer, the Investor such Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor such Buyer and the Company shall expeditiously furnish to the Investor such Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investoreach Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares RD Securities by the Investorsuch Buyer, the Company shall not file any Prospectus Supplement with respect to the Shares RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor such Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (Diana Containerships Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement or the Agreement other Transaction Documents or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of the Preferred Shares, Conversion Shares or Commitment Shares by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares such securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (xG TECHNOLOGY, INC.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (ia) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the (i) Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to Investor and Company shall expeditiously furnish to Investor an electronic copy thereof and (ii) Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission SEC any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (ax) the Investor shall not previously have been advised, (by) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (cz) the Investor shall reasonably object after being so advised, unless Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for For so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of the Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(iib) The Company agrees thatrepresents and warrants that it has not made, and Company shall not make unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission SEC or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees thatrepresents and warrants that it has not made, and Investor shall not make unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (x) it has treated treated, and will Company shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) Company represents and warrants that it has complied and will complied, Company shall comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Brazil Minerals, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, the this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities 1933 Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (c) the Company shall not have given due consideration to any comments thereon received from the Investor or its counselcounsel prior to filing with the Commission, or (cd) the Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.8, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any (1) Prospectus Supplement with respect to the Shares Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Investor promptlypromptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Alexza Pharmaceuticals Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase or sale of Shares shares of Common Stock by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares shares of Common Stock that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Poniard Pharmaceuticals, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, this Agreement, the Agreement Warrants or the transactions contemplated hereby or thereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement Agreement, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (ia) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (ai) the Investor shall not previously have been advised, (bii) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (iii) the Company shall not have given due consideration to any comments thereon received from the Investor or its counselcounsel prior to filing with the Commission, or (civ) the Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.3, and not this Section 5.7, shall apply with respect to the Registration Statement). In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any (1) Prospectus Supplement with respect to the Shares Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Investor promptlypromptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.
(iib) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Spectaire Holdings Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, the this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities 1933 Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (Workhorse Group Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the InvestorPurchaser, the this Agreement or the transactions contemplated hereby or thereby or file with the Commission any Prospectus Supplement that relates to the InvestorPurchaser, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Purchaser shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Purchaser or its counsel, or (c) the Investor Purchaser shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorPurchaser, the Investor Purchaser shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Purchaser and the Company shall expeditiously furnish to the Investor Purchaser an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorPurchaser, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorPurchaser, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Purchaser promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyers, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyers shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyers or its each of their counsel, or (c) the Investor Buyers shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyers, the Investor Buyers shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyers and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyers, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyers, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyers promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase or sale of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.Permitted
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Arena Pharmaceuticals Inc)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulationregulation (including the rules and regulations of any Trading Market), in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Encysive Pharmaceuticals Inc)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) . The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement or the Agreement other Transaction Documents or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of the Convertible Promissory Note or Conversion Shares by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares such securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Ceramics Co., LTD)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (ia) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission SEC any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (ai) the Investor shall not previously have been advised, (bii) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (ciii) the Investor shall reasonably object after being so advised, unless it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares Securities by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(iib) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission SEC or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares RD Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object after being so advised, unless the Company has determined in good faith that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase of Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Shares without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Investor it has not made and will not make make, an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the Investor, the Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities 1933 Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates to the InvestorBuyer, this Agreement or any other Transaction Document, the Agreement Notes, the Warrants or the transactions contemplated hereby or thereby or file with the Commission SEC any Prospectus Supplement that relates to the InvestorBuyer, this Agreement or any other Transaction Document, the Notes, the Warrants or the transactions contemplated hereby or thereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act0000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Buyer it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933 Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Buyer with the Commission SEC or retained by the Company or the Investor Buyer under Rule 433 under the Securities 1933 Act. The Investor Buyer has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission SEC or retained by the Company under Rule 433 under the Securities 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (ia) Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the Investor, the this Agreement or the transactions contemplated hereby or file with the Commission any Prospectus Supplement that relates to the Investor, this Agreement or the transactions contemplated hereby with respect to which (ai) the Investor shall not previously have been advised, (bii) the Company shall not have given the Investor and its counsel a reasonable opportunity to comment on a draft thereof prior to filing with the Commission, (iii) the Company shall not have given due consideration to any comments thereon received from the Investor or its counselcounsel prior to filing with the Commission, or (civ) the Investor shall reasonably object after being so advisedadvised or after having completed its review (provided, however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability under this Agreement or affect the Investor’s right to rely on the representations and warranties made by the Company in this Agreement), unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor and the Company shall expeditiously furnish to the Investor an electronic copy thereofthereof (it being acknowledged and agreed that the provisions of Section 1.4, and not this Section 5.7, shall apply with respect to the Initial Prospectus Supplement). In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the Investor, the Company shall not file any (1) Prospectus Supplement with respect to the Shares Securities, without delivering or making available a copy of such Prospectus SupplementSupplement (in the form filed with the Commission), together with the Base Prospectus, to the Investor promptlypromptly after the filing thereof with the Commission, or (2) any amendment to the Registration Statement, without promptly delivering or making available a copy of such amendment to the Registration Statement (in the form filed with the Commission) to the Investor promptly after the filing thereof with the Commission, in each case via e-mail in “.pdf” format to an e-mail account designated by the Investor.
(iib) The Company has not made, and agrees that, that unless it obtains the prior written consent of the InvestorInvestor it shall not make, it has not made and will not make an offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that, that unless it obtains the prior written consent of the CompanyCompany it shall not make, it has not made and will not make an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
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Samples: Common Stock Purchase Agreement (Super League Gaming, Inc.)
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (i) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange 1934 Act, the Company shall not file with the Commission SEC any amendment to the Registration Statement that relates includes disclosure relating to the InvestorBuyer, the Agreement or the transactions contemplated hereby or file with the Commission SEC any Prospectus Supplement that relates includes disclosure relating to the InvestorBuyer, this Agreement or the transactions contemplated hereby with respect to which (a) the Investor Buyer shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Buyer or its counsel, or (c) the Investor Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities 1933 Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than 24 hours) so inform the InvestorBuyer, the Investor Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Buyer and the Company shall expeditiously furnish to the Investor Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorBuyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act1000 Xxx) is required to be delivered in connection with any purchase acquisition or sale of Shares Securities by the InvestorBuyer, the Company shall not file any Prospectus Supplement with respect to the Shares Securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Buyer promptly.
(ii) The Company agrees that, unless it obtains the prior written consent of the Investor, it has not made and will not make an offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. (ia) Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the Exchange Act, the Company shall not file with the Commission any amendment to the Registration Statement that relates to the InvestorPurchaser, this Agreement or the Agreement other Transaction Documents or the transactions contemplated hereby or thereby or file with the Commission any Prospectus Supplement that relates to the InvestorPurchaser, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby with respect to which (a) the Investor Purchaser shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received from the Investor Purchaser or its counsel, or (c) the Investor Purchaser shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall immediately promptly (but in no event later than twenty-four (24) hours) so inform the InvestorPurchaser, the Investor Purchaser shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Investor Purchaser and the Company shall expeditiously furnish to the Investor Purchaser an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the InvestorPurchaser, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered in connection with any purchase acquisition or sale of the Warrants, Warrant Shares or the Commitment Shares by the InvestorPurchaser, the Company shall not file any Prospectus Supplement with respect to the Shares such securities without delivering or making available a copy of such Prospectus Supplement, together with the Base Prospectus, to the Investor Purchaser promptly.
(iib) The Company has not made, and agrees that, that unless it obtains the prior written consent of the Investor, Purchaser it has not made and will not make make, an offer relating to the Shares Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the Securities Act (an “Issuer Free Writing Prospectus Prospectus”) or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus Prospectus”) required to be filed by the Company or the Investor Purchaser with the Commission or retained by the Company or the Investor Purchaser under Rule 433 under the Securities Act. The Investor Purchaser has not made, and agrees that, that unless it obtains the prior written consent of the Company, Company it has not made and will not make make, an offer relating to the Shares Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Investor Purchaser or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” ”. The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Appears in 1 contract
