No Prospectus or Registration Requirement Sample Clauses

No Prospectus or Registration Requirement. The Agent has not and will not solicit offers to purchase or sell the Subscription Receipts so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto. An Agent will not be liable to the Company under this Section 5 with respect to a breach under this Section 5 by another Agent, such other Agent’s Affiliates or any selling group member appointed by such other Agent, as the case may be.
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No Prospectus or Registration Requirement. The Underwriters have not and will not solicit offers to purchase or sell the Units so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction.
No Prospectus or Registration Requirement. No Agent has solicited, and no Agent will solicit, offers to purchase or sell the Offered Securities so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction. No Agent or its U.S. Affiliate(s) will be liable under this Agreement or under Schedule “A” attached hereto, with respect to a breach of a representation, warranty or covenant contained in this Agreement by another Agent or its U.S. Affiliate(s), or any selling group member appointed by such other Agent or its U.S. Affiliate(s), as the case may be.
No Prospectus or Registration Requirement. The Agent has not and will not solicit offers to purchase or sell the Offered Units so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction.
No Prospectus or Registration Requirement. The Agent has not solicited offers to purchase or sell the Subscription Receipts pursuant to the Offering so as to require the filing of a prospectus or registration statement with respect thereto.
No Prospectus or Registration Requirement. No Agent has solicited, and no Agent will solicit, offers to purchase or sell the Offered Securities so as to require the filing of a prospectus, registration statement or offering memorandum (other than, in respect of the LIFE Shares, the Offering Document and the Prescribed News Release) with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction.

Related to No Prospectus or Registration Requirement

  • Rule 462(b) Registration Statement In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement and shall have become effective automatically upon such filing.

  • Effectiveness of Registration Statement; Rule 430A Information The Registration Statement has become effective not later than 5:00 p.m., Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.

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