Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-248647) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (iHuman Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~249747) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·]~~333-250059) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-39703) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Yatsen Holding LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ S-3 (No. 333-~~248647~~200359) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a ~~related preliminary~~ base prospectus ~~or prospectuses~~(the “Base Prospectus”). ~~At any particular time, this initial~~ Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form ~~then on file with~~ in which it became effective under the ~~Commission~~Act, including all ~~material then~~ documents incorporated or deemed to be incorporated by reference ~~therein, all~~ therein and any information ~~contained in the registration statement (if any) pursuant to Rule 462(b) and then~~ deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the ~~initial registration statement, and all 430A Information and 430C Information, that in any case has not then been superseded or modified~~Securities Act, shall be referred to as the “~~Initial~~ Registration Statement~~”. The Company may also have filed, or may file with the Commission, a Rule 462(b)~~ .” Any registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated January 12, 2015 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is ~~not proposed~~ used prior to ~~be amended; no stop order suspending~~ the ~~effectiveness~~ filing of ~~a Registration Statement~~ the Prospectus (as defined below) ), together with the Base Prospectus, is called a “preliminary prospectus.” As used herein, the term “Prospectus” shall mean the final prospectus supplement to the Base Prospectus dated the date hereof that describes the Offered Shares and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus, in ~~effect, and no proceedings for such purpose are pending before or threatened~~ the form first used by the ~~Commission~~Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act. References herein to the Preliminary Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such prospectus, including all documents incorporated or deemed to be incorporated by reference therein. The Registration Statement has become effective under the Act. The Offered ~~Securities~~ Shares all have been ~~or will be~~ duly registered under the Act pursuant to the ~~Initial~~ Registration Statement. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of or use of the Registration Statement ~~and~~has been issued under the Act, ~~if applicable~~and no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any such purposes have been instituted and are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company in connection with the Registration Statement has been complied with. The Company meets the requirements for use of Form S-3 under the Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ~~Additional Registration Statement~~General Disclosure Package and the Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~256281) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary ~~prospectus or prospectuses~~prospectus. At any particular time, this initial registration statement, in the form then on file with the Commission~~, including all material then incorporated by reference therein~~, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·~~333-[•]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·~~001-[•]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Zhangmen Education Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The ~~Company has~~ Issuers have filed with the Commission a registration statement on Form F-1 (No. ~~333-248647~~333-[—]) covering the registration of the ~~Offered Securities~~ Notes under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission~~, including all material then incorporated by reference therein~~, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The ~~Company~~ Issuers may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of ~~Offered Securities~~the Notes. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The ~~Offered Securities~~ Notes all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Dynagas Finance Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~239205) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·~~333-[•]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·~~001-[•]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, each of the Initial Registration Statement and the ADS Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) or the ADS Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the ~~Commission.~~ Commission The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement, the ADS Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (BlueCity Holdings LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ F-3 (No. 333-~~248647)~~ 248076), including a related prospectus covering the registration of the Offered ~~Securities~~ Shares under the Act~~, including a related preliminary prospectus or prospectuses~~. At “Registration Statement” at any particular ~~time, this initial~~ time means such registration statement, in the form then on file with the Commission, including any amendment thereto, all material ~~then~~ incorporated by reference ~~therein~~therein (including documents incorporated by reference therein (including, ~~all information contained in~~ but not limited to, the ~~registration statement (if any)~~ Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020 filed with the Commission pursuant to ~~Rule 462(b) and then deemed to be a part of~~ the ~~initial registration statement~~Exchange Act on March 26, 2021 (the “Annual Report”)), and all ~~430A~~ 430 Information ~~and 430C Information~~with respect to such registration statement, that in any case has not ~~then~~ been superseded or modified~~, shall be referred to as the~~ . “~~Initial~~ Registration Statement~~”. The Company may also have filed, or may file with~~ ” without reference to a time means the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents Registration Statement as of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”Effective Time. A registration statement on Form F-6 (No. ~~333-[·]~~333-229823) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as ~~amended at the time such registration statement becomes effective~~amended, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-38820) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the ~~Initial~~ Registration Statement has ~~been declared~~ become effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. ~~Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no~~ No stop order suspending the effectiveness of a the Registration Statement ~~(as defined below)~~ is in effect, ~~and~~ no proceedings for such purpose are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the ~~Initial Registration Statement and, if applicable, the Additional~~ Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Futu Holdings LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~208880) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. ~~A registration statement on Form F-6 (No. 333-[·]) relating~~ With respect to the ~~ADSs has been filed with~~ placement outside the ~~Commission and has become effective; no stop order suspending the effectiveness~~ United States of ~~the ADS~~ any securities not subject to any Registration Statement (as defined below~~) is in effect~~), ~~and no proceedings for such purpose are pending before~~ neither the Company nor any person acting on its behalf (other than the Argentine Placement Agent or ~~threatened by~~ the ~~Commission (such registration statement on Form F-6, including all exhibits thereto~~Underwriters or their respective affiliates, as ~~amended at~~ to which the ~~time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The~~ Company makes no representation or warranty) has ~~filed,~~ engaged in ~~accordance with Section 12~~ any directed selling efforts (as defined under Regulation S of the ~~Exchange~~ Act~~, a registration statement, as amended (the “Exchange Act Registration Statement”~~)~~, on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs~~. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. A registration statement on Form F-6 (File No. 333-208946) in respect of the ADSs has also been filed with the Commission; such registration statement, in the form heretofore delivered to the Representatives, has been declared effective by the Commission in such form; no other document with respect to such registration statement has heretofore been filed with the Commission; no stop order suspending the effectiveness of such registration statement has been issued, and to the best of the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission (the various parts of such registration statement, taken together, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, are hereinafter referred to as the “ADS Registration Statement”). For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Grupo Supervielle S.A.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. ~~333-248647~~333-[●]) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·●]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·●]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the ~~Commission.~~ Commission The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Huami Corp)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~256615) covering the registration of the Class A Ordinary Shares represented by the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that ~~in any case~~ has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·]~~333-257023) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-40486) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (AiHuiShou International Co. Ltd.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Commission a registration statement on Form ~~F-1~~ F-3 (No. 333-~~248647~~218778) covering the registration of the Offered Securities under the Act~~, including a related preliminary prospectus or prospectuses~~. At “Registration Statement” at any particular ~~time, this initial~~ time means such registration ~~statement,~~ statement in the form then ~~on file~~ filed with the Commission, including ~~all material then~~ any amendment thereto, any document incorporated by reference ~~therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement,~~ therein and all 430A Information, 430B Information and all 430C ~~Information~~Information with respect to such registration statement, that in any case has not ~~then~~ been superseded or modified~~, shall be referred to as the~~ . “~~Initial~~ Registration Statement~~”. The Company may also have filed, or may file with~~ ” without reference to a time means the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents Registration Statement as of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement Effective Time (as defined below~~) is~~ ). For purposes of this definition, 430B Information shall be considered to be included in ~~effect, and no proceedings for such purpose are pending before or threatened by~~ the ~~Commission (such~~ Registration Statement as of the time specified in Rule 430B. If the Company has filed an abbreviated registration statement ~~on Form F-6, including all exhibits thereto, as amended at~~ pursuant to Rule 462(b) under the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended Securities Act (the “~~Exchange Act~~ Rule 462 Registration Statement”), ~~on Form 8-A (File No. 001-[·]) under~~ then any reference herein to the ~~Exchange Act~~ term “Registration Statement” shall be deemed to ~~register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs~~include such Rule 462 Registration Statement. As of the time of execution and delivery of this Agreement, the ~~Initial~~ Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the ~~Initial~~ Registration Statement and, if applicable, the ~~Additional~~ 462(b) Registration Statement. A registration statement on Form F-6 (File No. 333-208946) in respect of the ADSs has also been filed with the Commission; such registration statement, in the form heretofore delivered to the Representatives, has been declared effective by the Commission in such form; no other document with respect to such registration statement has heretofore been filed with the Commission; no stop order suspending the effectiveness of such registration statement has been issued, and to the best of the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission (the various parts of such registration statement, taken together, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, are hereinafter referred to as the “ADS Registration Statement”). For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Grupo Supervielle S.A.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~234006) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·]~~333-234196) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001- ) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (36Kr Holdings Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~255974) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary ~~prospectus or prospectuses~~prospectus. At any particular time, this initial registration statement, in the form then on file with the Commission~~, including all material then incorporated by reference therein~~, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·]~~333-256395) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·~~001-[•]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Soulgate Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ S-1 (No. ~~333-248647~~333- 255383) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. .” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (ATAI Life Sciences B.V.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. ~~333-248647~~333-[●]) covering the registration of the sale of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, as amended until such time it becomes effective, in the form then on file with the Commission, including ~~all material then incorporated by reference therein,~~ all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A ~~Information and 430C~~ Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·●]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company ~~has filed~~may file with the Commission, ~~in accordance with Section 12~~ a Rule 462(b) registration statement covering the registration of the ~~Exchange Act~~sale of the Offered Shares. At any particular time, a this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information, that in any case has not then been superseded or modified, shall be referred to as ~~amended (~~the “~~Exchange Act~~ Additional Registration Statement”~~), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs~~. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or to the best knowledge of the Company, threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (RISE Education Cayman LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~169475) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·]~~333-169596) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission effective (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement, as amended~~ statement (the “Exchange Act Registration Statement”), on Form 8-A (~~File~~ No. ~~001-[·]~~001-34884) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. For purposes of this Agreement, all references to the Initial Registration Statement, the Additional Registrations Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus or any amendment or supplement, or the Final Prospectus (including any prospectus wrapper) to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Global Education & Technology Group LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~255102) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·]~~333-255558) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-40374) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, each of the Initial Registration Statement and the ADS Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) or the ADS Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the ~~Commission.~~ Commission The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement, the ADS Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Onion Global LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) and has prepared and filed with the Commission a shelf registration statement (File Number 333-202954) on Form ~~F-1 (No. 333-248647) covering the registration of the Offered Securities under the Act~~S-3, including a related ~~preliminary prospectus or prospectuses. At any particular time~~base prospectus, ~~this initial~~ for registration ~~statement, in~~ under the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part Securities Act of the ~~initial registration statement,~~ offering and ~~all 430A Information and 430C Information, that in any case has not then been superseded or modified, shall be referred~~ sale of up to ~~as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration~~ 1,000,000 shares of ~~Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission~~Common Stock, including the ~~contents of the Initial~~ Shares. Such Registration Statement ~~incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to~~ (as ~~the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]~~defined below) ~~relating to the ADSs has been filed~~ became effective with the Commission on April 6, 2015 and ~~has become effective;~~ no stop order suspending the effectiveness of the ~~ADS~~ Registration Statement ~~(as defined below)~~ or any part thereof has been issued or is in ~~effect,~~ effect and no ~~proceedings~~ proceeding for ~~such~~ that purpose ~~are pending before~~ has been initiated or threatened by the Commission, and no notice of objection of the Commission ~~(such registration statement on Form F-6, including all exhibits thereto, as amended at~~ to the ~~time such registration statement becomes effective, being hereinafter called~~ use of the ~~“ADS~~ Registration ~~Statement”)~~Statement or any post-effective amendment thereto pursuant to Rule 401(g)(1) under the Securities Act has been received by the Company. The Company has ~~filed,~~ paid the required filing fees relating to the Shares. The Company will file with the Commission the Prospectus Supplement relating to the Shares in accordance with ~~Section 12~~ Rule 424(b). As filed and as delivered to Brean, in its capacity as placement agent (“Placement Agent”), the Prospectus Supplement will contain all information required by the Securities Act and the rules thereunder. No order preventing or suspending the use of the Registration Statement or any Issuer Free Writing Prospectus has been issued by the Commission. The Registration Statement, at the date hereof meets the requirements set forth in Rule 415(a)(1)(x). The initial effective date of the Registration Statement was not earlier than the date three years before the date hereof. (A) At the time of filing the Registration Statement on Xxxxx 00, 0000, (X) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Securities Exchange ~~Act, a registration statement~~Act of 1934, as amended (the “Exchange ~~Act Registration Statement~~Act”), or form of prospectus) and (C) at the time the Company or any person acting on ~~Form 8-A~~ its behalf (~~File No. 001-[·]) under~~ within the ~~Exchange Act to register~~meaning, ~~under Section 12(b~~for this clause only, of Rule 163(c) of the ~~Exchange~~ Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 of the Securities Act, the ~~Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act~~ Company was not and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (an “ineligible issuer” as defined ~~below) is~~ in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:Rule 405.

Appears in 1 contract

Samples: Placement Agency Agreement (Park City Group Inc)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ S-1 (No. 333-~~248647~~173860) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no~~ . No stop order suspending the effectiveness of a the Initial Registration Statement ~~(as defined below) is in effect,~~ or any Additional Registration Statement has been issued under the Act and no proceedings for ~~such~~ that purpose have been instituted or are pending ~~before or~~ or, to the knowledge of the Company, are threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Douglas Dynamics, Inc)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~228317) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·]~~333-228317) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-38748) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (MOGU Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. ~~333-248647~~333-[ · ]) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·]~~333-230989) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration ~~Statement”). The~~ Statement”).The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-38896) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Luckin Coffee Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ S-3 (No. 333-~~248647~~164619) (“initial registration statement”) covering the registration of ~~the~~ Offered Securities under the ~~Act, including a related preliminary prospectus or prospectuses~~Act (as defined below) pursuant to Rule 462(b). At “Initial Registration Statement” as of any ~~particular time, this~~ time means such initial registration statement, in the form then on file with the ~~Commission~~Commission (as defined below), including all material then incorporated by reference therein, all information ~~contained in the registration statement~~ (if any) contained therein pursuant to Rule 462(b) and then deemed to be a part of thereof pursuant to the ~~initial registration statement~~General Instructions on Form S-3, and, in each case, including any amendment thereto, any document incorporated by reference therein and all ~~430A~~ 430B Information (as defined below) and all 430C ~~Information,~~ Information (as defined below) with respect thereto and that in any case has not then been superseded or modified~~, shall be referred to as the~~ . “~~Initial~~ Additional Registration Statement~~”. The Company may also have filed, or may file with the Commission, a Rule 462(b)~~ ” as of any time means such additional registration statement ~~covering the registration of Offered Securities. At any particular time, this Rule 462(b~~(if any) ~~registration statement,~~ in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including any amendment thereto, any document incorporated by reference therein and all ~~430A~~ 430B Information and all 430C ~~Information,~~ Information with respect thereto and that in any case has not then been superseded or modified~~, shall be referred to as the “Additional Registration Statement”~~. ~~A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness~~ Each of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement ~~has been declared effective under the Act and is not proposed to be amended,~~ and the ~~Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any~~ Additional Registration Statement ~~has or will become effective upon filing with the Commission pursuant~~ is referred to ~~Rule 462(b)~~ herein individually as a “Registration Statement” and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement ~~and, if applicable,~~ and Additional Registration Statement are referred to herein collectively as the “Registration Statements.” “Registration Statement” as of any time means the Initial Registration Statement and the Additional Registration ~~Statement~~Statement as of such time. ~~For purposes of this Agreement:~~A

Appears in 1 contract

Samples: Underwriting Agreement (Synchronoss Technologies Inc)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~170663) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·]~~333-170795) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission effective (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement, as amended~~ statement (the “Exchange Act Registration Statement”), on Form 8-A (~~File~~ No. ~~001-[·]~~001-34982) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A ~~Ordinary~~ Common Shares and the ADSs. For purposes of this Agreement, all references to the Initial Registration Statement, the Additional Registration Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus or any amendment or supplement, or the Final Prospectus (including any prospectus wrapper) to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (E-Commerce China Dangdang Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ F-3 (No. 333-~~248647~~194387) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses, which has become effective. At “Registration Statement” at any particular ~~time, this initial~~ time means such registration ~~statement,~~ statement in the form then ~~on file~~ filed with the Commission, including ~~all material then~~ any amendments thereto, any document incorporated by reference ~~therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement,~~ therein and all ~~430A~~ 430B Information and all 430C Information, that in any case has not then been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be ~~referred~~ considered to be included in the Registration Statement as of the ~~“Initial Registration Statement”.~~ time specified in Rule 430B. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the ~~Initial~~ Registration Statement incorporated by reference therein and including all ~~430A~~ 430B Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·]~~333-183539) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission effective (such registration statement on Form F-6, including all exhibits thereto, as amended at through the time such registration statement ~~becomes~~ became effective, being hereinafter called the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement (such registration statement as amended (through the time such registration statement becomes effective, being hereinafter called the “Exchange Act Registration Statement”), on Form 8-A (~~File~~ No. ~~001-[·]~~001-35645) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. For purposes of this Agreement, all references to the Registration Statement, the Additional Registration Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus or any amendment or supplement, or the Final Prospectus (including any prospectus wrapper) to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As of the time of execution and delivery of this Agreement, the ~~Initial~~ Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become ~~effective,~~ effective as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Act pursuant to the ~~Initial~~ Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (China Mobile Games & Entertainment Group LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~268907) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·]~~333-268984) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-41590) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (QuantaSing Group LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~229094) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·●]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·●]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the ~~Commission.~~ Commission The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Futu Holdings LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~252210) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·]~~333-252543) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-39997) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Adagene Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~148729) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the ~~“Initial Registration Statement”~~"INITIAL REGISTRATION STATEMENT". The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the ~~“Additional Registration Statement”~~"ADDITIONAL REGISTRATION STATEMENT". A registration statement on Form F-6 (~~No. 333-[·]~~No.333-144450) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or or, to the knowledge of the Company, threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “"ADS ~~Registration Statement”~~REGISTRATION STATEMENT"). ~~The~~ Since the filing of the Registration Statement until the date hereof, other than the the General Disclosure Package (as defined below), the Company has ~~filed, in accordance with Section 12~~ not approved the distribution of or provided any written materials to prospective investors of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSsOffered Securities. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:: "430A INFORMATION", with respect to any registration statement, means information included in a prospectus and retroactively deemed to be a part of such registration statement pursuant to Rule 430A(b).

Appears in 1 contract

Samples: Underwriting Agreement (E-House (China) Holdings LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the ~~Commission~~ SEC a registration statement on Form F-1 (No. ~~333-248647~~333- [●]) covering the registration of the Offered Securities under the Securities Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the ~~Commission~~SEC, including ~~all material then incorporated by reference therein,~~ all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the ~~Commission~~SEC, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the ~~Commission~~SEC, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement (such registration statement as amended (through the time such registration statement becomes effective, being hereinafter called the “Exchange Act Registration Statement”), on Form 8-A (~~File~~ No. 001-[·●]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A Ordinary Shares~~ Common Shares. For purposes of this Agreement, all references to the Initial Registration Statement, the Additional Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus or any amendment or supplement, or the Final Prospectus shall be deemed to include the copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and ~~the ADSs~~Retrieval system (“XXXXX”). As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the ~~Act~~ Securities Act, and is not proposed to be ~~amended,~~ amended and the Exchange Act Registration Statement has become effective, as provided in under Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the ~~Commission~~ SEC pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Securities Act pursuant to the Initial Registration ~~Statement and~~Statement, and if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Intercorp Financial Services Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ F-3 (No. 333-~~248647~~240044) covering the registration of the Offered Securities under the Act, including a related ~~preliminary~~ prospectus or prospectuses. At any particular time, this ~~initial~~ registration statement, in the form then on file with the Commission, including any amendments thereto, all material then incorporated by reference therein, ~~all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement,~~ and all 430A Information and 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A 430B Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “~~Additional~~ Registration Statement”. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. A registration statement on Form F-6 (No. ~~333-[·]~~333-173331) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement ~~becomes~~ became effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-35126) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the ~~Initial~~ Registration Statement ~~has been declared~~ remains effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. ~~Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no~~ No stop order suspending the effectiveness of a the Registration Statement ~~(as defined below)~~ is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the ~~Initial Registration Statement and, if applicable, the Additional~~ Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (21Vianet Group, Inc.)

Appears in 1 contract

Samples: Underwriting Agreement (Douglas Dynamics, Inc)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~234354) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. .” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. .” A registration statement on Form F-6 (No. ~~333-[·]~~333-235850) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-39178) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Phoenix Tree Holdings LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ S-1 (No. 333-~~248647~~248250) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including ~~all material then incorporated by reference therein,~~ all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop~~ . No order suspending the effectiveness of a Registration Statement ~~(as defined below) is in effect~~has been issued by the Commission, and no ~~proceedings~~ proceeding for ~~such~~ that purpose ~~are pending before~~ or pursuant to Section 8A of the Act against the Company or related to the offering of the Offered Securities has been initiated or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Pactiv Evergreen Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~234805) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·]~~333-235249) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·●]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Genetron Holdings LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ F-3 (No. 333-~~248647)~~ 160826), including a related prospectus or prospectuses, covering the registration of the Shares to be represented by the Offered Securities under the Act, ~~including a related preliminary prospectus or prospectuses~~which has become effective. At “Registration Statement” at any particular ~~time, this initial~~ time means such registration ~~statement,~~ statement in the form then ~~on file~~ filed with the Commission, including ~~all material then~~ any amendment thereto, any document incorporated by reference ~~therein,~~ therein and all ~~information contained in the registration statement (if any) pursuant~~ 430B Information and all 430C Information with respect to ~~Rule 462(b) and then deemed to be a part of the initial~~ such registration statement~~, and all 430A Information and 430C Information~~, that in any case has not ~~then~~ been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be ~~referred~~ considered to be included in the Registration Statement as of the ~~“Initial Registration Statement”.~~ time specified in Rule 430B. The Company ~~may also~~ and the Depositary have ~~filed, or may file~~ prepared and filed with the ~~Commission,~~ Commission a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·]~~333-139161) ~~relating to~~ and a related prospectus for the registration under the Act of the ADSs ~~has been filed with the Commission and~~ evidenced by ADRs, which has become effective~~; no stop order suspending~~ , have filed such amendments thereto and such amended preliminary prospectuses as may have been required to the ~~effectiveness of the ADS Registration Statement (as defined below) is in effect~~date hereof, and ~~no proceedings for~~ will file such ~~purpose are pending before or threatened by the Commission (~~additional amendments thereto and such amended prospectuses as may hereafter be required. The registration statement on Form ~~F-6, including all exhibits thereto~~F-6 for the registration of the ADSs evidenced by ADRs, as ~~amended at the time such registration statement becomes effective~~amended, ~~being~~ is hereinafter called the “~~ADS~~ ADR Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. .” For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Trina Solar LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~191424) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·]~~333-191776) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement, as amended~~ statement (the “Exchange Act Registration Statement”), on Form 8-A (~~File~~ No. ~~001-[·]~~001-36140) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. For purposes of this Agreement, all references to the Initial Registration Statement, the Additional Registration Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus or any amendment or supplement, or the Final Prospectus (including any prospectus wrapper) to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As of the time of execution and delivery of this Agreement, each of the Initial Registration Statement and the ADS Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement, the ADS Registration Statement and, if applicable, the Additional Registration Statement. No stop order suspending the effectiveness of the Initial Registration Statement, the ADS Registration Statement and the Additional Registration Statement (if any) is in effect, and no proceedings for such purpose are pending before or, to the best knowledge of the Company, threatened by the Commission. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (58.com Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~159471) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·]~~333-159472) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission effective (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration ~~statement~~ becomes effective, being hereinafter called the “ADS Registration Statement”). ~~The Company has filed, in accordance with Section 12~~ No stop order suspending the effectiveness of the ~~Exchange Act~~Initial Registration Statement or the ADS Registration is in effect, ~~a registration statement~~and no proceeding for such purpose is pending before or, ~~as amended (~~to the ~~“Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b)~~ knowledge of the ~~Exchange Act~~Company, threatened by the ~~Class A Ordinary Shares and the ADSs~~Commission. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Chemspec International LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. ~~333-248647~~333-[•]) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. ~~333-[·]~~333-226185) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). ~~The Company~~ For purposes of this Agreement, it being understood that all references to “threaten” are limited to the case where the threat has ~~filed, in accordance with Section 12 of~~ been communicated to the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSsperson or persons threatened. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the ~~Commission.~~ Commission The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Pinduoduo Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~260357) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have ~~filed,~~ filed or may file with the ~~Commission,~~ Commission a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·●]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at through the time such registration statement becomes effective, being hereinafter ~~called~~ referred to as the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement, as amended~~ statement (the “Exchange Act Registration Statement”), ) on Form 8-A (File No. ~~001-~~333-[·●]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A Ordinary Shares and the~~ ADSs. As of the time of execution and delivery of this Agreement, each of the Initial Registration Statement, the ADS Registration Statement and the Exchange Act Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop~~ . No order suspending the effectiveness of a Registration Statement, the ADS Registration Statement ~~(as defined below) is in effect~~or the Exchange Act Registration Statement has been issued by the Commission, and no ~~proceedings~~ proceeding for ~~such~~ that purpose ~~are pending before~~ or pursuant to Section 8A of the Act against the Company or related to the offering of the Offered Securities has been initiated or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement, the ADS Registration Statement (solely with respect to the ADSs) and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Mynaric AG)

Appears in 1 contract

Samples: Underwriting Agreement (Otis Worldwide Corp)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~230977) covering the registration of the Offered ~~Securities~~ Shares under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered ~~Securities~~Shares. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A~~ Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Luckin Coffee Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The ~~Company has~~ Issuers have filed with the Commission a registration statement on Form F-1 (No. 333-~~248647~~197915) covering the registration of the ~~Offered Securities~~ Notes under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission~~, including all material then incorporated by reference therein~~, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The ~~Company~~ Issuers may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of ~~Offered Securities~~the Notes. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The ~~Offered Securities~~ Notes all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Dynagas Finance Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ S-1 (No. 333-~~248647~~234731) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including ~~all material then incorporated by reference therein,~~ all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop~~ . No order suspending the effectiveness of a Registration Statement ~~(as defined below) is in effect~~has been issued by the Commission, and no ~~proceedings~~ proceeding for ~~such~~ that purpose ~~are pending before~~ or pursuant to Section 8A of the Act against the Company or related to the offering of the Offered Securities has been initiated or threatened by the Commission. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Reynolds Consumer Products Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ S-1 (No. 333-~~248647~~216580) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all ~~material then incorporated by reference therein, all~~ information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration statement, as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-[·]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. .” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended~~, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act~~. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (NCS Multistage Holdings, Inc.)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form ~~F-1~~ F-3 (No. 333-~~248647)~~ 248076), including a related prospectus covering the registration of the Offered ~~Securities~~ Shares under the Act~~, including a related preliminary prospectus or prospectuses~~. At “Registration Statement” at any particular ~~time, this initial~~ time means such registration statement, in the form then on file with the Commission, including any amendment thereto, all material ~~then~~ incorporated by reference ~~therein~~therein (including documents incorporated by reference therein (including, ~~all information contained in~~ but not limited to, the ~~registration statement (if any)~~ Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019 filed with the Commission pursuant to ~~Rule 462(b) and then deemed to be a part of~~ the ~~initial registration statement~~Exchange Act on April 27, 2020 (the “Annual Report”)), and all ~~430A~~ 430 Information ~~and 430C Information~~with respect to such registration statement, that in any case has not ~~then~~ been superseded or modified~~, shall be referred to as the~~ . “~~Initial~~ Registration Statement~~”. The Company may also have filed, or may file with~~ ” without reference to a time means the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents Registration Statement as of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”Effective Time. A registration statement on Form F-6 (No. ~~333-[·]~~333-229823) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as ~~amended at the time such registration statement becomes effective~~amended, being hereinafter called the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. ~~001-[·]~~001-38820) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. As of the time of execution and delivery of this Agreement, the ~~Initial~~ Registration Statement has ~~been declared~~ become effective under the Act and is not proposed to be amended, and the Exchange Act Registration Statement has become effective, as provided in Section 12 of the Exchange Act. ~~Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended; no~~ No stop order suspending the effectiveness of a the Registration Statement ~~(as defined below)~~ is in effect, ~~and~~ no proceedings for such purpose are pending before or threatened by the Commission. The Offered ~~Securities~~ Shares all have been or will be duly registered under the Act pursuant to the ~~Initial Registration Statement and, if applicable, the Additional~~ Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Futu Holdings LTD)

Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the ~~Commission~~ SEC a registration statement on Form F-1 (No. 333-~~248647~~199224) covering the registration of the Offered Securities under the Securities Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the ~~Commission~~SEC, including ~~all material then incorporated by reference therein,~~ all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the ~~Commission~~SEC, a Rule 462(b) registration statement covering the registration of the Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the ~~Commission~~SEC, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. A registration statement on Form F-6 (No. 333-[·]) relating to the ADSs has been filed with the Commission and has become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration ~~statement,~~ statement (such registration statement as amended (through the time such registration statement becomes effective, being hereinafter called the “Exchange Act Registration Statement”), on Form 8-A (~~File~~ No. 001-[·—]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the ~~Class A Ordinary Shares~~ Common Shares. For purposes of this Agreement, all references to the Initial Registration Statement, the Additional Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus or any amendment or supplement, or the Final Prospectus shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and ~~the ADSs~~Retrieval system (“XXXXX”). As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the ~~Act~~ Securities Act, and is not proposed to be ~~amended,~~ amended and the Exchange Act Registration Statement has become effective, as provided in under Section 12 of the Exchange Act. Any Additional Registration Statement has or will become effective upon filing with the ~~Commission~~ SEC pursuant to Rule 462(b) and is not proposed to be amended~~; no stop order suspending the effectiveness of a Registration Statement (as defined below) is in effect, and no proceedings for such purpose are pending before or threatened by the Commission~~. The Offered Securities all have been or will be duly registered under the Securities Act pursuant to the Initial Registration ~~Statement and~~Statement, and if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Intercorp Financial Services Inc.)

Common use of Filing and Effectiveness of Registration Statement; Certain Defined Terms Clause in Contracts