Compliance with Registration Requirements; Effectiveness. The Initial Registration Statement automatically became effective under the Act pursuant to Rule 462(e) as of the date and time specified in such opinion, the Additional Registration Statement (if any) was filed and became effective under the Act as of the date and time (if determinable) specified in such opinion, the Final Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion (or, if stated in such opinion, pursuant to Rule 462(c)) on the date specified therein, and, to the knowledge of such counsel, no stop order suspending the effectiveness of a Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; the statements in the Registration Statements, General Disclosure Package and Final Prospectus of legal matters, agreements, documents or proceedings are accurate and fair summaries thereof and present the information required to be shown in all material respects; and such counsel does not know of any legal or governmental proceedings required to be described in a Registration Statement or the Final Prospectus which are not described as required or of any contracts or documents of a character required to be described in a Registration Statement or the Final Prospectus or to be filed as exhibits to a Registration Statement which are not described and filed as required.
Compliance with Registration Requirements; Effectiveness. The Registration Statement has been declared effective under the Act; to our knowledge, no stop order suspending the effectiveness of the Registration Statement have been issued and no proceedings for that purpose have been instituted or threatened by the Commission; and any required filing of the Final Prospectus pursuant to Rule 424(b) under the Act has been made in the manner and within the time period required by such rule.
Compliance with Registration Requirements; Effectiveness. Based solely on a telephonic confirmation from a representative of the Commission, the Registration Statement is effective under the Act, the Final Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the best of such counsel's knowledge, no stop order with respect thereto has been issued and, to the best of such counsel's knowledge, no proceedings for that purpose have been instituted or threatened by the Commission; and such counsel do not know of any contracts or documents of a character required to be described in the Registration Statement or the Final Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required;
Compliance with Registration Requirements; Effectiveness. The Initial Registration Statement was declared effective under the Act as of the date and time specified in such opinion, the Additional Registration Statement (if any) was filed and became effective under the Act as of the date and time (if determinable) specified in such opinion, the Final Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion (or, if stated in such opinion, pursuant to Rule 462(c)) on the date specified therein, and, to the knowledge of such counsel, no stop order suspending the effectiveness of a Registration Statement or any part thereof has been issued and based on oral inquiry of the Commission no proceedings for that purpose have been instituted or are pending or contemplated under the Act; the statements in the Registration Statements, General Disclosure Package and Final Prospectus under the captions “Shares Eligible for Future Sale,” “Material United States Federal Income Tax Considerations for Non-United States Holders of Our Common Stock,” “Underwriting,” and “Description of Capital Stock” insofar as they summarize or describe certain provisions of the documents or U.S. federal, New York or Wisconsin laws referred to therein are accurate in all material respects;
Compliance with Registration Requirements; Effectiveness. The Initial Registration Statement was declared effective under the Act, the Additional Registration Statement (if any) was filed and became effective under the Act, the Final Prospectus was filed with the Commission pursuant to Rule 424(b) (or, if stated in such opinion, pursuant to Rule 462(c)), and, to the actual knowledge of such counsel, (x) no stop order suspending the effectiveness of a Registration Statement or any part thereof has been issued and (y) no proceedings for that purpose have been instituted or are pending or contemplated by the Commission under the Act; the statements in the Registration Statements, General Disclosure Package and Final Prospectus under the captions “ ”, “ ” and “ ”, insofar as they summarize legal matters discussed therein, fairly present, in all material respects, such legal matters, agreements or documents; and such counsel does not know of any legal or governmental proceedings to which the Company is a party required to be described in a Registration Statement or the Final Prospectus which are not described as required or of any contracts or documents required to be filed as exhibits to a Registration Statement which are not filed as required;
Compliance with Registration Requirements; Effectiveness. Each of the Initial Registration Statement and the ADS Registration Statement was declared effective under the Act as of the date and time specified in such opinion, the Additional Registration Statement (if any) was filed and became effective under the Act as of the date and time (if determinable) specified in such opinion, the Final Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion (or, if stated in such opinion, pursuant to Rule 462(c)) on the date specified therein, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of a Registration Statement, the ADS Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; Registration Statement, as of the date it was declared effective, and Final Prospectus, as of its date, each appeared on their face to be appropriately responsive in all material respects to the requirements for registration statements on Form F-1 under the Act and the rules and regulations of the Commission thereunder; the ADS Registration Statement, as of the date it was declared effective, appeared on its face to be appropriately responsive in all material respects to the requirements for registration statements on Form F-6 under the Act and the rules and regulations of the Commission thereunder.
Compliance with Registration Requirements; Effectiveness. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date of the Agreement, the Final Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company and no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or in connection with the offering is pending or threatened by the Commission;
Compliance with Registration Requirements; Effectiveness. The Registration Statement has become effective under the Act, the Final Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and such counsel do not know of any legal or governmental proceedings required to be described in the Registration Statement or the Final Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or the Final Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required;
Compliance with Registration Requirements; Effectiveness. The Registration Statement has become effective under the Act; the Prospectus has been filed in accordance with Rule 424(b) and Rule 430B under the Act and each Issuer Free Writing Prospectus has been filed in accordance with Rule 433 under the Act, and, based solely on review of the “Stop Orders” page of the Commission’s website, no stop order suspending the effectiveness of a Registration Statement or any part thereof (including the Prospectus) has been issued and no proceedings for that purpose have been instituted or are pending or overtly threatened under the Act; the statements in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Material United States Federal and Israeli Income Tax Considerations—United States Federal Income Tax Considerations,” to the extent they address matters of United States federal income tax law, are accurate summaries thereof in all material respects; to our knowledge, no independent investigation having been made, there is no action, suit or proceeding by or before any U.S. court or governmental agency, authority or body required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that is not disclosed therein as required by the Act and the rules and regulations thereunder and no contract or instrument of a character required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus or required to be filed as an exhibit to the Registration Statement under the Act and the rules and regulations thereunder has not been described or filed as required;
Compliance with Registration Requirements; Effectiveness. The Registration Statement has become effective under the Act, the Final Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated by the Commission under the Act; the Registration Statement, as of the Effective Time relating to the Offered Securities, and the Final Prospectus, as of the date of this Agreement, and each amendment or supplement thereto, as of this date, complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations;
