Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date: (i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission in the manner and within the time period required by Rule 424(b); (ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act; (iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entity; and (iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 4 contracts
Samples: Underwriting Agreement (Old Republic International Corp), Underwriting Agreement (Old Republic International Corp), Underwriting Agreement (Old Republic International Corp)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus Prospectus, and any amendments or supplements thereto supplement thereto, with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2)shall be in effect, shall have been issued by the Commission and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 3 contracts
Samples: Underwriting Agreement (Whitestone REIT), Underwriting Agreement (Whitestone REIT), Underwriting Agreement (Whitestone REIT)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus Prospectus, and any amendments or supplements thereto supplement thereto, with the Commission (including the information required by Rule 430B) in the manner and within the time period required by Rule 424(b)) under the Securities Act Regulations; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act Regulations shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities ActAct Regulations;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2)shall be in effect, shall have been issued by the Commission and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) to the extent a filing with FINRA is required, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 3 contracts
Samples: Underwriting Agreement (Whitestone REIT), Underwriting Agreement (Whitestone REIT), Underwriting Agreement (Whitestone REIT)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to through the Closing Date:
(i) the Company and the Operating Partnership shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act (without giving effect to Rule 424(b)(8)); or the Company and the Operating Partnership shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all material Issuer Free Writing Prospectuses (to the extent required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including ) and any other material required to be filed by the Final Term Sheet, Company and the Operating Partnership pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), Statement shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission and neither the Company nor the Operating Partnership shall have received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 3 contracts
Samples: Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date:
Each Prospectus Supplement (i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto in accordance with the Commission in the manner and within the time period required by Rule 424(b);
) and “free writing prospectus” (ii) all material required to be filed by the Company pursuant to as defined in Rule 433(d) under 405 of the Securities Act), including the Final Term Sheetif any, shall have been duly filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement, Statement or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and Commission; no order or notice from any Governmental Entity preventing or suspending the use of any Prospectus Supplement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Registration Statement, Commission; no order having the Preliminary Prospectus effect of ceasing or suspending the Prospectus distribution of the Securities or any proceeding other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for such that purpose shall have been instituted or shall be pending or, to the knowledge of the Company’s knowledge, be threatened contemplated by any Governmental Entitysecurities commission, securities regulatory authority or stock exchange; and
(iv) all requests for additional information on the part of the Commission shall have been complied with; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting placement terms and arrangements.
Appears in 3 contracts
Samples: Co Placement Agency Agreement (India Globalization Capital, Inc.), Co Placement Agency Agreement (India Globalization Capital, Inc.), Co Placement Agency Agreement (India Globalization Capital, Inc.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Offered shares, prior to the Second Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or are pending, contemplated, or threatened by the Commission, and no suspension of the qualification of the Offered Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any such purposes, shall have occurred;
(iii) any request of the Commission for additional information (to be pending or, included in the Registration Statement or the Prospectus or any incorporated document or otherwise) shall have been complied with to the Company’s knowledgesatisfaction of the Representative and Underwriters’ counsel;
(iv) the Registration Statement, the General Disclosure Package and the Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be threatened stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, that has not been corrected by any Governmental Entityan amendment or supplement thereto; and
(ivv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 2 contracts
Samples: Underwriting Agreement (AxoGen, Inc.), Underwriting Agreement (Raptor Pharmaceutical Corp)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, threatened by the Commission;
(iv) the Company shall not have received any notification with respect to the Company’s knowledge, be threatened by suspension of the qualification or exemption from qualification of any Governmental Entityof the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(ivv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 2 contracts
Samples: Underwriting Agreement (Sovran Self Storage Inc), Underwriting Agreement (Sovran Self Storage Inc)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or are pending, contemplated, or threatened by the Commission, and no suspension of the qualification of the Offered Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any such purposes, shall have occurred;
(iii) any request of the Commission for additional information (to be pending or, included in the Registration Statement or the Prospectus or any incorporated document or otherwise) shall have been complied with to the Companysatisfaction of the Underwriter and Underwriter’s knowledgecounsel;
(iv) the Registration Statement, the General Disclosure Package and the Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be threatened by any Governmental Entitystated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
(ivv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 2 contracts
Samples: Underwriting Agreement (Syntroleum Corp), Underwriting Agreement (HFF, Inc.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission and the Company has not received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 2 contracts
Samples: Underwriting Agreement (Kilroy Realty Corp), Underwriting Agreement (Kilroy Realty Corp)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Units, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus Registration Statement and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission;
(iii) No state listed on Schedule I shall have, through any Governmental Entityregulatory body or authority, issued an order or taken similar action seeking to suspend sales of the Units in such jurisdiction; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 2 contracts
Samples: Underwriting Agreement (ProUroCare Medical Inc.), Underwriting Agreement (ProUroCare Medical Inc.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Notes, prior to the Second Closing Date, if any:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or are pending, contemplated, or threatened by the Commission;
(iii) any request of the Commission for additional information (to be pending or, included in the Registration Statement or the Prospectus shall have been complied with to the Company’s knowledge, be threatened by any Governmental Entitysatisfaction of Underwriters’ counsel; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 2 contracts
Samples: Underwriting Agreement (JMP Group Inc.), Underwriting Agreement (JMP Group Inc.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) the FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 2 contracts
Samples: Underwriting Agreement (Sovran Self Storage Inc), Underwriting Agreement (Sovran Self Storage Inc)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Offered Shares, prior to the Second Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including any required Rule 430 Information) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing any required Rule 430 Information, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or are pending, contemplated, or threatened by the Commission, and no suspension of the qualification of the Offered Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any such purposes, shall have occurred;
(iii) any request of the Commission for additional information (to be pending or, included in the Registration Statement or the Prospectus or any incorporated document or otherwise) shall have been complied with to the Company’s knowledgesatisfaction of the Representative and Underwriters’ counsel;
(iv) the Registration Statement, the General Disclosure Package and the Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be threatened by any Governmental Entitystated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
(ivv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to Optional Shares that are not to be purchased by the Underwriters pursuant hereto on the First Closing Date, each Option Closing Date:
(i) the Company shall have filed filed, with the Preliminary Prospectus and Commission, either (A) the Prospectus and any amendments or supplements thereto with (including the Commission information previously omitted from the Registration Statement pursuant to Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or (B) a post-effective amendment to the Registration Statement (including the information previously omitted from the Registration Statement pursuant to Rule 430B under the Securities Act), provided that such post-effective amendment shall have become effective prior to the Applicable Time;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement (including, for avoidance of doubt, any Rule 462(b) Registration Statement), or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2)thereto, shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iviii) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) the FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act (without giving effect to Rule 424(b)(8)); or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all Issuer Free Writing Prospectuses and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission and the Company has not received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing DateDate and, with respect to the Securities:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act;
(ii) all the Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose or pursuant to 8A of the Securities Act shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission; and the Company shall not have received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Comstock Oil & Gas GP, LLC)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Notes, prior to the Second Closing Date, if any:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or are pending, contemplated, or threatened by the Commission;
(iii) any request of the Commission for additional information to be pending or, included in the Registration Statement or the Prospectus shall have been complied with to the Company’s knowledge, be threatened by any Governmental Entitysatisfaction of Underwriters’ counsel; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Optional Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) the FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Biodel Inc)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Notes, prior to the Second Closing Date, if any:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or are pending, contemplated, or threatened by the Commission;
(iii) any request of the Commission for additional information to be pending or, included in the Registration Statement or the Prospectus shall have been complied with to the Company’s knowledge, be threatened by any Governmental Entitysatisfaction of Underwriters’ counsel; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by Rule 430B under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act (without giving effect to Rule 424(b)(8)); or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all Issuer Free Writing Prospectuses (to the extent required to be filed pursuant to Rule 433(d) under the Securities Act) and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission and the Company has not received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. No stop order suspending the effectiveness of the Registration Statement (which became effective upon its filing with the Commission) shall have been issued under the Securities Act and no proceedings for that purpose shall have been instituted or be pending or threatened by the Commission. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act (if any) shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending orthreatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the Company’s knowledge, be threatened by any Governmental Entityuse of the automatic shelf registration form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) the FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Eurand N.V.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to through the Closing Date:
(i) the Company and the Operating Partnership shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act (without giving effect to Rule 424(b)(8)); or the Company and the Operating Partnership shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all Issuer Free Writing Prospectuses and any other material required to be filed by the Company and the Operating Partnership pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission and no order or notice from any Governmental Entity preventing preventing, suspending or suspending terminating the use or effectiveness of the Registration StatementForm 10, the Preliminary Prospectus or the Prospectus or any proceeding shall be in effect and no proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission and neither the Company nor the Operating Partnership shall have received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date:
(i) the Registration Statement shall have at all times remained effective under the Securities Act, the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission;
(iv) no state securities authority shall have suspended the qualification or registration of the Shares for offering or sale in any Governmental Entityjurisdiction and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with the satisfaction of the Representatives and counsel for the Underwriters; and
(ivv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing DateDate and, with respect to the Securities:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act;
(ii) all the Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;433; and
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, threatened by the Commission; and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the Company’s knowledge, be threatened by any Governmental Entityuse of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the a period from and after effectiveness the date of this Agreement and prior through and including the First Closing Date and, with respect to any Optional Securities purchased after the First Closing Date, each Option Closing Date:
(i) the Company The Representative shall have filed the Preliminary Prospectus and received notification that the Prospectus and any amendments or supplements thereto was timely filed with the Commission in the manner accordance with Section 3(b) of this Agreement and within the time period required by Rule 424(b);
(ii) all any material required to be filed by the Company pursuant to Rule 433(d) under the Securities ActAct shall have been timely filed with the Commission in accordance with such rule.
(ii) No order preventing or suspending the use of any preliminary prospectus, including the Final Term SheetProspectus or any free writing prospectus, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement or shall have become effective under the Securities Act be in effect and no stop order suspending the effectiveness of the Registration Statement, Statement or any post-effective amendment to the Registration StatementStatement shall be in effect, and no proceedings for such purpose shall be pending before or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued threatened by the Commission Commission, and no order or notice from any Governmental Entity preventing or suspending requests for additional information on the use part of the Commission (to be included in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus or any proceeding for such purpose otherwise) shall have been instituted or be pending or, complied with to the Company’s knowledgesatisfaction of the Commission and the Representative. If the Company has elected to rely upon Rule 430B, be threatened by any Governmental Entity; andRule 430B information previously omitted from the effective Registration Statement pursuant to Rule 430B shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430B.
(iviii) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Esperion Therapeutics, Inc.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior up to and including the First Closing Date and, with respect to the Optional Shares, each Option Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission in the manner and within the time period required by Rule 424(b);
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or threatened by the Commission;
(ii) no order preventing or suspending the use of the Canadian Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by any Canadian Commission or other securities regulatory authority in Canada;
(iii) no order having the effect of ceasing or suspending the distribution of the Offered Shares or any other securities of the Company shall have been issued by any securities regulatory authority or stock exchange in Canada or the United States and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company’s knowledge, shall be threatened contemplated by any Governmental Entitysuch securities regulatory authority or stock exchange;
(iv) all requests for additional information on the part of the Commission or any Canadian Commission shall have been complied with;
(v) the Offered Shares shall have been approved for listing on NASDAQ and conditionally approved for listing on the TSX, subject only to notice of issuance at or prior to the time of purchase; and
(ivvi) FINRA shall have raised provided written notice of no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For (i) The Registration Statement shall be effective, and the period from and after effectiveness Prospectus shall have been timely filed with the Commission in accordance with Section 3(a) of this Agreement and prior to the Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission in the manner and within the time period required by Rule 424(b);
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under of the Securities ActRules shall have been timely filed with the Commission in accordance with such rule.
(ii) No order preventing or suspending the use of any Preliminary Prospectus, including the Final Term SheetProspectus or any “free writing prospectus” (as defined in Rule 405 of the Rules), shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement or shall have become effective under the Securities Act be in effect and no stop order suspending the effectiveness of the Registration StatementStatement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and the Representative. If the Company has elected to rely upon Rule 430B, information previously omitted from the effective Registration Statement pursuant to Rule 430B shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or any a post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), providing such information shall have been issued by promptly filed and declared effective in accordance with the Commission and no order or notice from any Governmental Entity preventing or suspending the use requirements of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entity; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.Rule 430B.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Registration Statement shall have been declared effective under the Securities Act, the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission;
(iv) no state securities authority shall have suspended the qualification or registration of the Shares for offering or sale in any Governmental Entityjurisdiction and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with the satisfaction of the Underwriter and Underwriter’s counsel; and
(ivv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Notes, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission in the manner and within the time period required by Rule 424(b);
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-post- effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entity; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Old Republic International Corp)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Notes, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission, and the Company has not received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness the date of this Agreement and prior to the Closing DateDate and, with respect to the Securities:
(i) the Company Issuers shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rules 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act;
(ii) all the Final Term Sheet, and any other material required to be filed by the Company Issuers pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose or pursuant to Section 8A of the Securities Act shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission; and the Issuers shall not have received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised advised the Representatives in writing that it has no objection to the fairness underwriting and reasonableness other terms and arrangements related to the offering of the underwriting terms and arrangementsSecurities.
Appears in 1 contract
Samples: Underwriting Agreement (Kraton Performance Polymers, Inc.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional ADSs, each Option Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information [required by Rule 430A][previously omitted from the Registration Statement pursuant to Rule 430B] under the Securities Act) in the manner and within the time period required by Rule 424(b);
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including ;[ or the Final Term Sheet, Company shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) a post-effective amendment to the Registration Statement containing the information [required by such Rule 430A][previously omitted pursuant to such Rule 430B], and such post-effective amendment shall have become effective under the Securities Act and effective;] and
(ii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iviii) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Debentures, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post- effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing DateDate and, with respect to the Securities:
(i) the Company Issuers shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rules 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act;
(ii) all the Final Term Sheet, and any other material required to be filed by the Company Issuers pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose or pursuant to Section 8A of the Securities Act shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission; and the Partnership shall not have received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised advised the Representative in writing that it has no objection to the fairness underwriting and reasonableness other terms and arrangements related to the offering of the underwriting terms and arrangementsSecurities, if applicable.
Appears in 1 contract
Samples: Underwriting Agreement (Regency Energy Partners LP)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Firm Unit Closing Date and, with respect to the Optional Shares, each Optional Unit Closing Date:
(i) the Company shall have filed Prospectus (including the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission in the manner and within the time period information required by Rule 424(b);
(ii) all material required to be filed by the Company pursuant to Rule 433(d) 430A, 430B and 430C under the Securities Act, including the Final Term Sheet, ) shall have been filed with the Commission within the applicable time periods period prescribed for such filings under such filing by, and in compliance with, the Rules and Regulations, and the Rule 433 under the Securities Act;
(iii462(b) the Registration Statement Statement, if any, shall have become effective under immediately upon its filing with the Securities Act and Commission;
(ii) no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or threatened by the Commission, and all requests for additional information on the part of the Commission (to be pending or, included or incorporated by reference in the Registration Statement or the Prospectus) shall have been complied with to the Company’s knowledge, be threatened by any Governmental Entityreasonable satisfaction of the Representatives; and
(iviii) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act without reliance on Rule 424(b)(8); or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective; and the Company shall have filed with the Commission any Free Writing Prospectus, to the extent, and in the manner and within the time period, required by Rule 433 under the Securities Act;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) the FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Cal Dive International, Inc.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the a period from and after effectiveness the date of this Agreement and prior through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:
(i) the Company The Representative shall have filed the Preliminary Prospectus and received notification that the Prospectus and any amendments or supplements thereto was timely filed with the Commission in the manner accordance with Section 3(b) of this Agreement and within the time period required by Rule 424(b);
(ii) all any material required to be filed by the Company pursuant to Rule 433(d) under the Securities ActAct shall have been timely filed with the Commission in accordance with such rule.
(ii) No order preventing or suspending the use of any preliminary prospectus, including the Final Term SheetProspectus or any free writing prospectus, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement or shall have become effective under the Securities Act be in effect and no stop order suspending the effectiveness of the Registration Statement, Statement or any post-effective amendment to the Registration StatementStatement shall be in effect, and no proceedings for such purpose shall be pending before or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued threatened by the Commission Commission, and no order or notice from any Governmental Entity preventing or suspending requests for additional information on the use part of the Commission (to be included in the Registration Statement, the Preliminary Prospectus Statement or the Prospectus or any proceeding for such purpose otherwise) shall have been instituted or be pending or, complied with to the Company’s knowledgesatisfaction of the Commission and the Representative. If the Company has elected to rely upon Rule 430B, be threatened by any Governmental Entity; andRule 430B information previously omitted from the effective Registration Statement pursuant to Rule 430B shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430B.
(iviii) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Allena Pharmaceuticals, Inc.)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing DateTime and, with respect to the Notes:
(i) the Company Ventas shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act;
(ii) all The Final Term Sheet, and any other material required to be filed by the Company Ventas pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no No stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission; and Ventas shall not have received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Offered shares, prior to the Second Closing Date:
(i) the The Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no No stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or are pending, contemplated, or threatened by the Commission, and no suspension of the qualification of the Offered Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any such purposes, shall have occurred;
(iii) Any request of the Commission for additional information (to be pending or, included in the Registration Statement or the Prospectus or any incorporated document or otherwise) shall have been complied with to the Company’s knowledgesatisfaction of the Representative and Underwriters’ counsel;
(iv) the Registration Statement, the General Disclosure Package and the Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be threatened stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, that has not been corrected by any Governmental Entityan amendment or supplement thereto; and
(ivv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430C under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430C under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Great Lakes Dredge & Dock CORP)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending orthreatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the Company’s knowledge, be threatened by any Governmental Entityuse of the automatic shelf registration form; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Notes, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission in the manner and within the time period required by Rule 424(b);
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entity; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Old Republic International Corp)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness the date of this Agreement and prior to the Closing DateDate and, with respect to the Securities:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rules 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act;
(ii) all the Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose or pursuant to Section 8A of the Securities Act shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission; and the Company shall not have received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) to the extent any filing with FINRA is required, FINRA shall have raised advised the Underwriter in writing that it has no objection to the fairness underwriting and reasonableness other terms and arrangements related to the offering of the underwriting terms and arrangementsSecurities.
Appears in 1 contract
Samples: Underwriting Agreement (Aes Corp)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing DateDate and, with respect to the Securities:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rules 430A, 430B and 430C under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act;
(ii) all the Final Term Sheet and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act433;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose or pursuant to Section 8A of the Securities Act shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission; and the Company shall not have received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised advised the Representative in writing that it has no objection to the fairness underwriting and reasonableness other terms and arrangements related to the offering of the underwriting terms and arrangementsSecurities.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus Prospectus, and any amendments or supplements thereto supplement thereto, with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2)shall be in effect, shall have been issued by the Commission and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) to the extent a filing with FINRA is required, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement the Execution Time and prior to the Closing DateTime and, with respect to the Securities:
(i) the Company Ventas shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act;
(ii) all Any material required to be filed by the Company Ventas pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Actby Rule 164(b);
(iii) the Registration Statement shall have become effective under the Securities Act and no No stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by the Commission; and Ventas shall not have received from the Commission any Governmental Entitynotice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and
(iv) FINRA shall have raised no objection objections to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:
(i) the Company Trust shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Trust shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A under the Securities Act, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company Trust pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or be pending or, to the Company’s knowledge, be threatened by any Governmental Entitythe Commission; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
Samples: Underwriting Agreement (CapitalSource Healthcare REIT)
Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Offered Shares, prior to the Second Closing Date:
(i) the Company shall have filed the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b)) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective;
(ii) all material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, including the Final Term Sheet, shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433 under the Securities Act;
(iii) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment to the Registration Statement, or notice objecting to its use pursuant to Rule 401(g)(2), shall have been issued by the Commission be in effect and no order or notice from any Governmental Entity preventing or suspending the use of the Registration Statement, the Preliminary Prospectus or the Prospectus or any proceeding proceedings for such purpose shall have been instituted or are pending, contemplated, or threatened by the Commission;
(iii) any request of the Commission for additional information (to be pending or, included in the Registration Statement or the Prospectus or any incorporated document or otherwise) shall have been complied with to the Company’s knowledge, be threatened by any Governmental Entitysatisfaction of Underwriters’ Counsel; and
(iv) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
Appears in 1 contract
