Compliance with Registration Requirements; No Stop Order; No Objection from the 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 Prospectus 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 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) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or, to the Company’s knowledge, threatened by the 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 (Archemix Corp.), Underwriting Agreement (Archemix Corp.)
Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional SharesADSs, any Subsequent the Option Closing Date:
(i) the Company shall have filed the Prospectus with the Commission (including the information required by previously omitted from the Registration Statement pursuant to Rule 430A 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 previously omitted pursuant to such Rule 430A under the Securities Act430B, 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 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) no stop order suspending the effectiveness of the Registration Statement, the ADS Registration Statement or the 8-A Registration Statement or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or, to the Company’s knowledge, or threatened by the Commission; and
(iviii) 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 (Mindray Medical International LTD)
Compliance with Registration Requirements; No Stop Order; No Objection from the 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 Prospectus with the Commission (including the information required by Rule 430A 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities ActAct 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 430A under the Securities Act430B, 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 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) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no 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, to the Company’s knowledge, or threatened by the 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.)