Events Requiring Notice to the Underwriter. The Company will use its best efforts to cause the Registration Statement to remain effective until the Company announces its initial Business Combination and will notify the Underwriter immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in Section 3.4 hereof that, in the judgment of the Company or its counsel, makes any statement of a material fact made in the Registration Statement, the Statutory Prospectus or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the Statutory Prospectus and Prospectus in order to make the statements therein, (with respect to the Prospectus and the Statutory Prospectus and in light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
Appears in 5 contracts
Samples: Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co)
Events Requiring Notice to the Underwriter. The Company will use its best efforts to cause the Registration Statement to remain effective until the Company announces its initial Business Combination and will shall notify the Underwriter immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.4 hereof 3.5 that, in the judgment of the Company or its counselCompany, makes any statement of a material fact made in the Registration Statement, the Statutory Prospectus Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration StatementStatement in order to make the statements therein not misleading, or (b) in the Statutory Prospectus and Pricing Disclosure Package or the Prospectus in order to make the statements therein, (with respect to the Prospectus and the Statutory Prospectus and in light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will shall make every reasonable effort to obtain promptly the lifting of such order.
Appears in 2 contracts
Samples: Underwriting Agreement (Myomo Inc), Underwriting Agreement (RumbleON, Inc.)
Events Requiring Notice to the Underwriter. The Company will use its best efforts to cause the Registration Statement to remain effective until the Company announces its initial Business Combination and will shall notify the Underwriter immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.4 hereof 3.5 that, in the judgment of the Company or its counselCompany, makes any statement of a material fact made in the Registration Statement, the Statutory Prospectus Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration StatementStatement in order to make the statements therein not misleading, or (b) in the Statutory Prospectus and Pricing Disclosure Package or the Prospectus in order to make the statements therein, (with respect to the Prospectus and the Statutory Prospectus and in light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will shall make every reasonable effort to obtain promptly the lifting of such order.
Appears in 1 contract
Samples: Underwriting Agreement (Citius Pharmaceuticals, Inc.)
Events Requiring Notice to the Underwriter. The Company will shall use its best commercially reasonable efforts to cause the Registration Statement (or another registration statement registering the offer and sale of the Public Securities under the Securities Act) to remain effective with a current prospectus until the later of (a) date that is nine (9) months after the Applicable Time or (b) the date that the Warrants have been exercised in full or expired by their terms. The Company announces its initial Business Combination and will shall notify the Underwriter immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.4 hereof 3.5 that, in the judgment of the Company or its counselCompany, makes any statement of a material fact made in the Registration Statement, the Statutory Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration StatementStatement in order to make the statements therein not misleading, or (b) in the Statutory Prospectus and Disclosure Package or the Prospectus in order to make the statements therein, (with respect to the Prospectus and the Statutory Prospectus and in light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will shall make every reasonable effort to obtain promptly the lifting of such order.
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Events Requiring Notice to the Underwriter. The Company will shall use its best efforts to cause the Registration Statement to remain effective until with a current prospectus for at least nine (9) months after the Company announces its initial Business Combination Applicable Time, and will notify the Underwriter immediately Underwriter, within the same calendar day, and confirm the notice in writing, of which notice by facsimile or electronic mail transmission shall satisfy the notice obligations of this Section 3.5, the following: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (viv) of the receipt of any comments or request for any additional information from the Commission; and (viv) of the happening of any event during the period described in this Section 3.4 hereof 3.5 that, in the judgment of the Company or its counselCompany, makes any statement of a material fact made in the Registration Statement, the Statutory Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration StatementStatement in order to make the statements therein not misleading, or (b) in the Statutory Prospectus and Disclosure Package or the Prospectus in order to make the statements therein, (with respect to the Prospectus and the Statutory Prospectus and in light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will shall make every reasonable effort to obtain promptly the lifting of such order.
Appears in 1 contract
Events Requiring Notice to the Underwriter. The Company will use its best efforts to cause Until the Registration Statement to remain effective until expiration of the 45-day period for any exercise of the Underwriter’s over-allotment option, the Company announces its initial Business Combination and will shall notify the Underwriter immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iiiii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities Shares for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iviii) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (viv) of the receipt of any comments or request for any additional information from the Commission; and (viv) of the happening of any event during the period described in this Section 3.4 hereof 3.5 that, in the judgment of the Company or its counselCompany, makes any statement of a material fact made in the Registration Statement, the Statutory Prospectus Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration StatementStatement in order to make the statements therein not misleading, or (b) in the Statutory Prospectus and Pricing Disclosure Package or the Prospectus in order to make the statements therein, (with respect to the Prospectus and the Statutory Prospectus and in light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at until the expiration of the 45-day period for any timeexercise of the Underwriter’s over-allotment option, the Company will shall make every reasonable effort to obtain promptly the lifting of such order.
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