Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 47 contracts
Samples: Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 32 contracts
Samples: Underwriting Agreement (RPM International Inc/De/), Underwriting Agreement (Sonoco Products Co), Underwriting Agreement (RPM International Inc/De/)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 22 contracts
Samples: Underwriting Agreement (Avery Dennison Corp), Underwriting Agreement (Steel Dynamics Inc), Underwriting Agreement (Cboe Global Markets, Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when the Company has been notified the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Securities and Securities Guarantees to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 19 contracts
Samples: Underwriting Agreement (Fedex Corp), Underwriting Agreement, Underwriting Agreement (Fedex Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form reasonably satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) of the 1933 Act Regulations notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 17 contracts
Samples: Underwriting Agreement (Autozone Inc), Underwriting Agreement (Autozone Inc), Underwriting Agreement (Autozone Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 15 contracts
Samples: Underwriting Agreement (Equifax Inc), Underwriting Agreement (Equifax Inc), Underwriting Agreement (Equifax Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities Notes remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form reasonably satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective as promptly as practicable and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligibleineligible to use the automatic shelf registration form. References herein to the “Registration Statement Statement” shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 13 contracts
Samples: Underwriting Agreement (McKesson Corp), Underwriting Agreement (McKesson Corp), Underwriting Agreement (McKesson Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives Issuers receive from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases cease to be eligible to use the automatic shelf registration statement form, the Company will Issuers shall (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form reasonably satisfactory to the RepresentativesRepresentative, (iii) use its their respective best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will Issuers shall take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has Issuers have otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 12 contracts
Samples: Underwriting Agreement (Genesis Energy Lp), Underwriting Agreement (Genesis Energy Lp), Underwriting Agreement (Genesis Energy Lp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If If, at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 11 contracts
Samples: Underwriting Agreement (Interstate Power & Light Co), Underwriting Agreement (Alliant Energy Corp), Underwriting Agreement (Interstate Power & Light Co)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or of post-effective amendment to be declared effective effective, and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of such notice pursuant to the Rule 401(g)(2) notice under the Securities Act or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 10 contracts
Samples: Underwriting Agreement (Norfolk Southern Corp), Underwriting Agreement (Norfolk Southern Corp), Underwriting Agreement (Norfolk Southern Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If If, at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesUnderwriters, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form reasonably satisfactory to the RepresentativesUnderwriters, (iii) use its best commercially reasonable efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Underwriters of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 9 contracts
Samples: Underwriting Agreement (Cit Group Inc), Underwriting Agreement (Cit Group Inc), Underwriting Agreement (Cit Group Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the such notice under Rule 401(g)(2) notice under the Securities Act or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 8 contracts
Samples: Underwriting Agreement (National Fuel Gas Co), Underwriting Agreement (National Fuel Gas Co), Underwriting Agreement (National Fuel Gas Co)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities Notes remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 8 contracts
Samples: Underwriting Agreement (Elevance Health, Inc.), Underwriting Agreement (Elevance Health, Inc.), Underwriting Agreement (Elevance Health, Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the RepresentativesRepresentative, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 8 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp), Underwriting Agreement (Aes Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If If, at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective effective, and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 7 contracts
Samples: Underwriting Agreement (Wisconsin Power & Light Co), Underwriting Agreement (Interstate Power & Light Co), Underwriting Agreement (Wisconsin Power & Light Co)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 7 contracts
Samples: Underwriting Agreement (Brown Forman Corp), Underwriting Agreement (Brown Forman Corp), Underwriting Agreement (Brown Forman Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time time, when the Securities remain unsold by the Underwriters Underwriters, the Company Issuer receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company Issuer will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company Issuer will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company Issuer has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 7 contracts
Samples: Underwriting Agreement (Prologis, Inc.), Underwriting Agreement (Prologis, L.P.), Underwriting Agreement (Prologis, L.P.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time time, when the Securities remain unsold by the Underwriters the Company Underwriters, any Transaction Party receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company Transaction Parties will (i) promptly notify the RepresentativesLead Managers, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the RepresentativesLead Managers, (iii) use its their best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Lead Managers of such effectiveness. The Company Transaction Parties will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company any Transaction Party has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 6 contracts
Samples: Underwriting Agreement (Prologis, Inc.), Underwriting Agreement (Prologis, L.P.), Underwriting Agreement (Prologis, L.P.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesSelling Agents, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form reasonably satisfactory to the RepresentativesSelling Agents, (iii) use its best efforts every reasonable effort to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Selling Agents of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References in the Distribution Agreement and herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 6 contracts
Samples: Distribution Agreement (Bank of America Corp /De/), Written Terms Agreement (Bank of America Corp /De/), Written Terms Agreement (Bank of America Corp /De/)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue during the Prospectus Delivery Period as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 6 contracts
Samples: Underwriting Agreement (Celanese Corp), Underwriting Agreement (Celanese Corp), Underwriting Agreement (Celanese Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 6 contracts
Samples: Underwriting Agreement (Amphenol Corp /De/), Underwriting Agreement (Amphenol Corp /De/), Underwriting Agreement (Amphenol Corp /De/)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesSenior Notes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Senior Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 6 contracts
Samples: Underwriting Agreement (Great Plains Energy Inc), Underwriting Agreement (Kansas City Power & Light Co), Underwriting Agreement (Kansas City Power & Light Co)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the RepresentativesRepresentative, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 6 contracts
Samples: Underwriting Agreement (Graphic Packaging Holding Co), Underwriting Agreement (Penske Automotive Group, Inc.), Underwriting Agreement (Penske Automotive Group, Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 5 contracts
Samples: Underwriting Agreement (Perkinelmer Inc), Underwriting Agreement (Perkinelmer Inc), Underwriting Agreement (Perkinelmer Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time time, when Securities the Notes remain unsold by the Underwriters Underwriters, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 5 contracts
Samples: Underwriting Agreement (Prologis), Underwriting Agreement (Prologis), Underwriting Agreement (Prologis)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will use its reasonable best efforts to take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 5 contracts
Samples: Underwriting Agreement (Church & Dwight Co Inc /De/), Underwriting Agreement (Church & Dwight Co Inc /De/), Underwriting Agreement (Church & Dwight Co Inc /De/)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the 1933 Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Underwritten Securities, in a form satisfactory to the Representatives, (iii) use its best commercially reasonable efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Underwritten Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 5 contracts
Samples: Underwriting Agreement (Telephone & Data Systems Inc /De/), Underwriting Agreement (Telephone & Data Systems Inc /De/), Underwriting Agreement (Telephone & Data Systems Inc /De/)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time time, when the Securities remain unsold by the Underwriters Underwriters, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 5 contracts
Samples: Underwriting Agreement (Prologis, Inc.), Underwriting Agreement (Prologis, Inc.), Purchase Agreement (Prologis)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by the Underwriters the Parent or the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company Parent will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 5 contracts
Samples: Underwriting Agreement (Panhandle Eastern Pipe Line Co Lp), Underwriting Agreement (Panhandle Eastern Pipe Line Co Lp), Underwriting Agreement (Southern Union Co)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesShares, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Shares to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 5 contracts
Samples: Underwriting Agreement (EQT Corp), Underwriting Agreement (EQT Corp), Underwriting Agreement (EQT Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesMortgage Bonds, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Mortgage Bonds to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 4 contracts
Samples: Underwriting Agreement (Evergy Metro, Inc.), Underwriting Agreement (Evergy Metro, Inc.), Underwriting Agreement (Evergy Metro, Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company or any Guarantor receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company and the Guarantors will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its their best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company and the Guarantors will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company or any Guarantor has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 4 contracts
Samples: Underwriting Agreement (L 3 Communications Holdings Inc), Underwriting Agreement (L 3 Communications Holdings Inc), Underwriting Agreement (L 3 Communications Holdings Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement formform (as specified in Section 3(d)(vii) hereof), the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 4 contracts
Samples: Underwriting Agreement (Walgreens Boots Alliance, Inc.), Underwriting Agreement (Walgreen Co), Underwriting Agreement (Walgreen Co)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) of the Securities Act notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 4 contracts
Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.), Underwriting Agreement (Thermo Fisher Scientific Inc.), Underwriting Agreement (Thermo Fisher Scientific Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-post effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-post effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-post effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Avery Dennison Corp), Underwriting Agreement (Avery Dennison Corp), Underwriting Agreement (Avery Dennison Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesShares, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Shares to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) under the Securities Act notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Summit Hotel Properties, Inc.), Underwriting Agreement (Summit Hotel Properties, Inc.), Underwriting Agreement (Summit Hotel Properties, Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Flir Systems Inc), Underwriting Agreement (Flir Systems Inc), Underwriting Agreement (Flir Systems Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the RepresentativesRepresentative, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue during the Prospectus Delivery Period as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Celanese Corp), Underwriting Agreement (Celanese Corp), Underwriting Agreement (Celanese Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-post effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-of post effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-post effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Avery Dennison Corp), Underwriting Agreement (Avery Dennison Corp), Underwriting Agreement (Avery Dennison Corporation)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective (if not automatically effective pursuant to the Securities Act upon filing) and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) under the Securities Act notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Stryker Corp), Underwriting Agreement (Stryker Corp), Underwriting Agreement (Stryker Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company or any Guarantor receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company and the Guarantors will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its their best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company and the Guarantors will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company or a Guarantor has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Kansas City Southern), Underwriting Agreement (Kansas City Southern), Underwriting Agreement (Kansas City Southern)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The During the Prospectus Delivery Period, the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) such notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Darden Restaurants Inc), Underwriting Agreement (Darden Restaurants Inc), Underwriting Agreement (Darden Restaurants Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form reasonably satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Td Ameritrade Holding Corp), Underwriting Agreement (Td Ameritrade Holding Corp), Underwriting Agreement (Td Ameritrade Holding Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form reasonably satisfactory to the Representatives, (iii) use its best commercially reasonable efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Cit Group Inc), Underwriting Agreement (Cit Group Inc), Underwriting Agreement (Cit Group Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement formform (as specified in Section 3(d)(vii) hereof), the Company will (i) promptly notify the RepresentativesUnderwriters, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the RepresentativesUnderwriters, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Underwriters of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 3 contracts
Samples: Underwriting Agreement (Walgreens Boots Alliance, Inc.), Underwriting Agreement (Walgreens Boots Alliance, Inc.), Underwriting Agreement (Walgreens Boots Alliance, Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form reasonably satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 2 contracts
Samples: Underwriting Agreement (Takeda Pharmaceutical Co LTD), Underwriting Agreement (Takeda Pharmaceutical Co LTD)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company or any Guarantor receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company and the Guarantors will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its their best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company and the Guarantors will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company or any Guarantor has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 2 contracts
Samples: Underwriting Agreement (Kansas City Southern), Underwriting Agreement (Kansas City Southern)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If If, at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 2 contracts
Samples: Underwriting Agreement (Public Service Enterprise Group Inc), Underwriting Agreement (Public Service Enterprise Group Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-post effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the RepresentativesRepresentative, (iii) use its best efforts to cause such new registration statement or post-post effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-post effective amendment, as the case may be.
Appears in 2 contracts
Samples: Underwriting Agreement (Anixter International Inc), Underwriting Agreement (Anixter International Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company and the Subsidiary Guarantors will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company and the Subsidiary Guarantors will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 2 contracts
Samples: Underwriting Agreement (Westlake Chemical Corp), Underwriting Agreement (Westlake Chemical Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement formform (as specified in Section 3(d) hereof), the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 2 contracts
Samples: Underwriting Agreement (Walgreens Boots Alliance, Inc.), Underwriting Agreement (Walgreens Boots Alliance, Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time time, when the Securities remain unsold by the Underwriters Underwriters, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesUnderwriters, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the RepresentativesUnderwriters, (iii) use its best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives Underwriters of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 2 contracts
Samples: Underwriting Agreement (Prologis), Underwriting Agreement (Prologis)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Westinghouse Air Brake Technologies Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period for any of the Notes the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representativesapplicable Selling Agents, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securitiesrelevant Notes, in a form reasonably satisfactory to the RepresentativesSelling Agents, (iii) use its best efforts every reasonable effort to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Selling Agents of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Securities applicable Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References in the Original Agreement and herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Supplement to Series L Distribution Agreement (BAC Capital Trust XX)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesShares, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Shares to continue as contemplated in by the registration statement that was the subject of the Rule 401(g)(2) under the Securities Act notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Summit Hotel Properties, Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when the Company has been notified the Offered Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Offered Securities, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Offered Securities and Securities Guarantees to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in by the registration statement that was the subject of the Rule 401(g)(2) under the Securities Act notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Summit Hotel Properties, Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesUnderwriters, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the RepresentativesUnderwriters, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Underwriters of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If If, at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the 1933 Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Interstate Power & Light Co)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time time, when the Debt Securities remain unsold by the Underwriters Underwriters, the Company Issuer receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company Issuer will (i) promptly notify the RepresentativesLead Managers, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Debt Securities, in a form satisfactory to the RepresentativesLead Managers, (iii) use its their best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Lead Managers of such effectiveness. The Company Issuer will take all other action necessary or appropriate to permit the public offering and sale of the Debt Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company Issuer has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective post‑effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such new registration statement or post-effective of post‑effective amendment to be declared effective effective, and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of such notice pursuant to the Rule 401(g)(2) notice under the Securities Act or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective post‑effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time time, when the Securities remain unsold by the Underwriters the Company Underwriter, any Transaction Party receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company Transaction Parties will (i) promptly notify the RepresentativesUnderwriter, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the RepresentativesUnderwriter, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Underwriter of such effectiveness. The Company Transaction Parties will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company any Transaction Party has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the Representatives, (iii) use its best commercially reasonable efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Usg Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentatives and the Borrowers, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesShares, in a form satisfactory to the RepresentativesRepresentatives and the Borrowers, (iii) use its best commercially reasonable efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives and the Borrowers of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Shares to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Great Atlantic & Pacific Tea Co Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission Com- mission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form reasonably satisfactory to the Representatives, (iii) use its best commercially reasonable efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesShares, in a form satisfactory to the RepresentativesRepresentative, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities Shares to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) of the Securities Act notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form reasonably satisfactory to the RepresentativesRepresentative, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) of the 1933 Act Regulations notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the RepresentativesRepresentative, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities Notes remain unsold by the Underwriters Underwriters, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesUnderwriters, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form reasonably satisfactory to the RepresentativesUnderwriters, (iii) use its their respective reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective as promptly as practicable and (iv) promptly notify the Representatives Underwriters of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Countrywide Financial Corp)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Underwritten Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative(s), (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Underwritten Securities, in a form satisfactory to the RepresentativesRepresentative(s), (iii) use its best efforts to cause such new registration statement or of post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative(s) of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Underwritten Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Terms Agreement (Wellpoint Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when the Company has been notified the Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the RepresentativesRepresentative, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Securities and Securities Guarantees to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesShares, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities Shares to continue as contemplated in the registration statement that was the subject of the such notice under Rule 401(g)(2) notice under the Securities Act or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by the Underwriters Underwriter the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the RepresentativesRepresentative, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesLead Managers, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the RepresentativesLead Managers, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Lead Managers of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) of the Securities Act notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the SecuritiesNotes, in a form satisfactory to the RepresentativesRepresentative, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective (if not automatically effective pursuant to the Securities Act upon filing) and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) under the Securities Act notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when the Company has been notified the Offered Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the RepresentativesRepresentative, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Offered Securities, in a form satisfactory to the RepresentativesRepresentative, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives Representative of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Offered Securities and Securities Guarantees to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Federal Express Europe Inc)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by during the Underwriters Prospectus Delivery Period the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment to the Registration Statement on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such new registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The During the Prospectus Delivery Period, the Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) such notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
Appears in 1 contract
