Common use of Notice to the Underwriter Clause in Contracts

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 20 contracts

Samples: Underwriting Agreement (ParaZero Technologies Ltd.), Underwriting Agreement (Innovation Beverage Group LTD), Underwriting Agreement (ParaZero Technologies Ltd.)

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Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 13 contracts

Samples: Underwriting Agreement (Vantiv, Inc.), Underwriting Agreement (Vantiv, Inc.), Underwriting Agreement (Nielsen N.V.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 11 contracts

Samples: Underwriting Agreement (Fd Technology Inc.), Underwriting Agreement (ParaZero Technologies Ltd.), Underwriting Agreement (Fd Technology Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) 5.2.1. when the Registration Statement has become effective;. (ii) 5.2.2. when the Final Prospectus has been filed with the Commission;. (iii) 5.2.3. when any amendment to the Registration Statement has been filed or becomes effective;. (iv) 5.2.4. when any Rule 462(b) Registration Statement has been filed with the Commission;. (v) 5.2.5. when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed;. (vi) 5.2.6. of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication;. (vii) 5.2.7. of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act;. (viii) 5.2.8. of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading;. (ix) 5.2.9. of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and. (x) 5.2.10. of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 6 contracts

Samples: Underwriting Agreement (Bluejay Diagnostics, Inc.), Underwriting Agreement (Sunshine Biopharma, Inc), Underwriting Agreement (Bluejay Diagnostics, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by any governmental or regulatory authority or any order preventing or suspending the use Company of any notice of objection of the Registration Statement, Commission pursuant to Rule 401(g)(2) under the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, to obtain as soon as possible the withdrawal thereof.

Appears in 5 contracts

Samples: Underwriting Agreement (Hamilton Lane INC), Underwriting Agreement (Hamilton Lane INC), Underwriting Agreement (Hamilton Lane INC)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; effective (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; if not automatically effective upon filing); (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, any of the Pricing Disclosure Package, Package or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 5 contracts

Samples: Underwriting Agreement (Fleetcor Technologies Inc), Underwriting Agreement (Fleetcor Technologies Inc), Underwriting Agreement (Fleetcor Technologies Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of the Registration StatementBase Prospectus, the Pricing Disclosure Package, Package or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Base Prospectus, the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 4 contracts

Samples: Underwriting Agreement (CommScope Holding Company, Inc.), Underwriting Agreement (CommScope Holding Company, Inc.), Underwriting Agreement (CommScope Holding Company, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Common stock for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 4 contracts

Samples: Underwriting Agreement (Hanryu Holdings, Inc.), Underwriting Agreement (Hanryu Holdings, Inc.), Underwriting Agreement (Hanryu Holdings, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, to obtain as soon as possible the withdrawal thereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Black Knight, Inc.), Underwriting Agreement (Black Knight, Inc.), Underwriting Agreement (Black Knight, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; effective (if not automatically effective upon filing); (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Generac Holdings Inc.), Underwriting Agreement (Generac Holdings Inc.), Underwriting Agreement (Generac Holdings Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Offered Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 4 contracts

Samples: Underwriting Agreement (Volcon, Inc.), Underwriting Agreement (Volcon, Inc.), Underwriting Agreement (Volcon, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or the receipt by the Company of any Written Testing-the-Waters Communication or (y) notice of the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use commercially reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Graftech International LTD), Underwriting Agreement (Graftech International LTD), Underwriting Agreement (Graftech International LTD)

Notice to the Underwriter. The Prior to the later of (x) the Closing Date or (y) the expiration of the Prospectus Delivery Period, the Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Time of Sale Information or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Time of Sale Information or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp), Underwriting Agreement (Western Asset Mortgage Capital Corp), Underwriting Agreement (Western Asset Mortgage Capital Corp)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) 5.2.1. when the Registration Statement has become effective;. (ii) 5.2.2. when the Final Prospectus has been filed with the Commission;. (iii) 5.2.3. when any amendment to the Registration Statement has been filed or becomes effective;. (iv) 5.2.4. when any Rule 462(b) Registration Statement has been filed with the Commission;. (v) 5.2.5. when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed;. (vi) 5.2.6. of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication;. (vii) 5.2.7. of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act;. (viii) 5.2.8. of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading;. (ix) 5.2.9. of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and. (x) 5.2.10. of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 4 contracts

Samples: Underwriting Agreement (Sacks Parente Golf, Inc.), Underwriting Agreement (Sacks Parente Golf, Inc.), Underwriting Agreement (Expion360 Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 4 contracts

Samples: Underwriting Agreement (SAG Holdings LTD), Underwriting Agreement (SAG Holdings LTD), Underwriting Agreement (SAG Holdings LTD)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Planet Fitness, Inc.), Underwriting Agreement (Planet Fitness, Inc.), Underwriting Agreement (Planet Fitness, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which may be by electronic mail), (i) when when, if applicable, the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Presidio, Inc.), Underwriting Agreement (Presidio, Inc.), Underwriting Agreement (Presidio, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) including any document incorporated by reference therein, or the receipt of any comments from the Commission relating to the Registration Statement Statement, including any document incorporated by reference therein, or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period and known to the Company as a result of which, which the Final Prospectus, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 3 contracts

Samples: Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effectivebeen declared effective by the Commission; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure PackagePackage or, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 3 contracts

Samples: Underwriting Agreement (Impact Biomedical Inc.), Underwriting Agreement (Impact Biomedical Inc.), Underwriting Agreement (Impact Biomedical Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Burlington Stores, Inc.), Underwriting Agreement (Burlington Stores, Inc.), Underwriting Agreement (Burlington Stores, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter Underwriters promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; effective until the later of the (ivx) when the Closing Date or any Rule 462(bAdditional Closing Date, as the case may be, and (y) Registration Statement has been filed with the Commission; expiration of the Prospectus Delivery Period; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus or any Issuer Free Writing Prospectus relating to the Shares has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, information relating to the Registration Statement or any request for information concerning any Testing-the-Waters Communication; (vii) document incorporated therein until the later of (x) the Closing Date or any Additional Closing Date, as the case may be, and (y) the expiration of the Prospectus Delivery Period; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Oasis Petroleum Inc.), Underwriting Agreement (Oasis Petroleum Inc.), Underwriting Agreement (Oasis Petroleum Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, information including, but not limited to, any request for information concerning any Written Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Fox Factory Holding Corp), Underwriting Agreement (Fox Factory Holding Corp), Underwriting Agreement (Fox Factory Holding Corp)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or of any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 3 contracts

Samples: Underwriting Agreement (Delixy Holdings LTD), Underwriting Agreement (SKK Holdings LTD), Underwriting Agreement (SKK Holdings LTD)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company or Carnival plc of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company or Carnival plc of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company and Carnival plc will use their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Carnival PLC), Underwriting Agreement (Carnival PLC)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus Time of Sale Information or any such Issuer Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus Time of Sale Information or any such Issuer Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof and (vii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Polypore International, Inc.), Underwriting Agreement (Polypore International, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, any of the Pricing Disclosure Package, Package or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Insulet Corp), Underwriting Agreement (Insulet Corp)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Common Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 2 contracts

Samples: Underwriting Agreement (Clearmind Medicine Inc.), Underwriting Agreement (Clearmind Medicine Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company’s Knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Firm Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 2 contracts

Samples: Underwriting Agreement (Curative Biotechnology Inc), Underwriting Agreement (Curative Biotechnology Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) 5.2.1. when the Registration Statement has become effective;. (ii) 5.2.2. when the Final Prospectus Supplement has been filed with the Commission;. (iii) 5.2.3. when any amendment to the Registration Statement has been filed or becomes effective;. (iv) 5.2.4. when any Rule 462(b) Registration Statement has been filed with the Commission;. (v) 5.2.5. when any supplement to the Final ProspectusProspectus Supplement, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus Supplement has been filed or distributed;. (vi) 5.2.6. of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final ProspectusProspectus Supplement, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication;. (vii) 5.2.7. of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final ProspectusProspectus Supplement, any Preliminary ProspectusProspectus Supplement, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act;. (viii) 5.2.8. of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final ProspectusProspectus Supplement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final ProspectusProspectus Supplement, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading;. (ix) 5.2.9. of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final ProspectusProspectus Supplement, any Preliminary ProspectusProspectus Supplement, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and. (x) 5.2.10. of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 2 contracts

Samples: Underwriting Agreement (BTC Digital Ltd.), Underwriting Agreement (Sacks Parente Golf, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effectivebeen declared effective by the Commission; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure PackagePackage or, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 2 contracts

Samples: Underwriting Agreement (Bruush Oral Care Inc.), Underwriting Agreement (Bruush Oral Care Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effectivebeen declared effective by the Commission; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 2 contracts

Samples: Underwriting Agreement (BioLife4D Corp), Underwriting Agreement (BioLife4D Corp)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: promptly (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; effective (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; if not automatically effective upon filing); (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Michaels Companies, Inc.), Underwriting Agreement (Michaels Companies, Inc.)

Notice to the Underwriter. The Until such time as the Underwriter has completed the distribution of the Shares, the Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration StatementBase Prospectus, any of the Pricing Disclosure Package, Package or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Base Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Sirona Dental Systems, Inc.), Underwriting Agreement (Sirona Dental Systems, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Weatherford International LTD), Underwriting Agreement (Universal Compression Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) 5.2.1. when the Registration Statement has become effective;. (ii) 5.2.2. when the Final Prospectus has been filed with the Commission;. (iii) 5.2.3. when any amendment to the Registration Statement has been filed or becomes effective;. (iv) 5.2.4. when any Rule 462(b) Registration Statement has been filed with the Commission;. (v) 5.2.5. when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed;. (vi) 5.2.6. of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication;. (vii) 5.2.7. of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act;. (viii) 5.2.8. of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading;. (ix) 5.2.9. of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and. (x) 5.2.10. of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 2 contracts

Samples: Underwriting Agreement (Cyngn Inc.), Underwriting Agreement (Cyngn Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Civitas Resources, Inc.), Underwriting Agreement (Canada Pension Plan Investment Board)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final ProspectusPricing Disclosure Package, any Issuer Free Writing Prospectus, the Prospectus or any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus Package or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus Package or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Units and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (AF Acquisition Corp.), Underwriting Agreement (AF Acquisition Corp.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any amendment to the Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) upon receipt of (x) notice of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)

Notice to the Underwriter. The Until such time as the Underwriters have completed the distribution of the Shares, the Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Sirona Dental Systems, Inc.), Underwriting Agreement (Sirona Dental Systems, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which may be by electronic mail), (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication Prospectus, as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication Prospectus, is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus, or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Ceridian HCM Holding Inc.), Underwriting Agreement (Ceridian HCM Holding Inc.)

Notice to the Underwriter. The Company will advise the Underwriter Underwriters promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; filed; (ivii) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any amendment or supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Offered Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Ctrip Com International LTD), Underwriting Agreement (Ctrip Com International LTD)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which may be by electronic mail) (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding proceeding, if the Company gains knowledge of such proceeding, for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose., if the Company gains knowledge of such proceeding; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof

Appears in 2 contracts

Samples: Underwriting Agreement (Global Ship Lease, Inc.), Underwriting Agreement (Global Ship Lease, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the General Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing General Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing General Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(1) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the General Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Underwriting Agreement (Southern National Bancorp of Virginia Inc)

Notice to the Underwriter. The During the Prospectus Delivery Period, the Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; effective (iv) when excluding the filing of any Rule 462(b) Registration Statement has been filed with the Commission; documents that are deemed incorporated by reference therein); (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; (viexcluding the filing of any documents that are deemed incorporated by reference therein); (iii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Ramco Gershenson Properties Trust), Underwriting Agreement (Ramco Gershenson Properties Trust)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of the Registration StatementBase Prospectus, the Pricing Disclosure Package, Package or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Base Prospectus, the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, to obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Axalta Coating Systems Ltd.), Underwriting Agreement (Axalta Coating Systems Ltd.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Idenix Pharmaceuticals Inc), Underwriting Agreement (Idenix Pharmaceuticals Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effectivebeen declared effective by the Commission; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure PackagePackage or, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening threatening, of any proceeding for such purpose.

Appears in 2 contracts

Samples: Underwriting Agreement (Avenue Therapeutics, Inc.), Underwriting Agreement (Avenue Therapeutics, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus of the Pricing Disclosure Package or any Written Testing-the-Waters Communication the Final Prospectus, or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any or such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication Prospectus, as applicable, is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Final Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Third Point Reinsurance Ltd.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which may be by electronic mail), (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, any of the Pricing Disclosure Package, Package or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge each of the CompanyXxxx Party’s knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge each of the CompanyXxxx Party’s knowledge, threatening of any proceeding for such purpose; (viii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Ryan Specialty Holdings, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Kansas City Southern)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Albany International Corp /De/)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and] (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Pharmacyclics Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; purpose; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Puget Energy Inc /Wa)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, threatening or threat of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening or threat of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Obagi Medical Products, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Offered Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Offered Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Irsa Propiedades Comerciales S.A.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is |US-DOCS\149255760.3|| delivered to a purchaser, not misleading; ; and (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Super Micro Computer, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period and known to the Company as a result of which, which the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Surgical Care Affiliates, Inc.)

Notice to the Underwriter. The During the Prospectus Delivery Period, the Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which advice may be delivered via electronic mail), (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, any Preliminary Prospectus included in the Pricing Disclosure Package, any of the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company’s knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company’s knowledge, threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Clovis Oncology, Inc.)

Notice to the Underwriter. The Company EVO Parties will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, or any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company EVO Parties of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the EVO Parties will use their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as practicable the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (EVO Payments, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter notify you promptly, and will, if requested, confirm such advice notification in writing: : (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii1) when any post-effective amendment to the Registration Statement has been filed or becomes effective; , but only during the Prospectus Delivery Period; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi2) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Disclosure Package or the receipt of any comments from the Commission Prospectus or for additional information relating to or in connection with the Registration Statement or (z) any other request by sale of the Commission for any additional information, includingShares, but not limited to, any request for information concerning any Testing-the-Waters Communication; only during the Prospectus Delivery Period; (vii3) of (x) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding proceedings for that purpose or pursuant to Section 8A the threat thereof, but only during the Prospectus Delivery Period; (4) of the Securities Act; (viii) becoming aware of the occurrence of any event or development within during the Prospectus Delivery Period as a result that in the judgment of whichthe Company makes any statement made in the Registration Statement, the Final ProspectusDisclosure Package or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Package or the Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaserin which they are made, not misleading; ; and (ix5) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice notification with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or jurisdiction. If at any time during the initiation or, to Prospectus Delivery Period the knowledge Commission shall issue any order suspending the effectiveness of the CompanyRegistration Statement in connection with the offering contemplated hereby, threatening the Company will make every reasonable effort to obtain the withdrawal of any proceeding for such purposeorder at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify you promptly of all such filings.

Appears in 1 contract

Samples: Purchase Agreement (Sangamo Biosciences Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose; and the Company will use its commercially reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Impac Mortgage Holdings Inc)

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Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding proceeding, if the Company gains knowledge of such proceeding, for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Healthequity, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Depositary Shares, the Preferred Shares or the Underlying Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Depositary Shares, the Preferred Shares or the Underlying Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Umpqua Holdings Corp)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as reasonably possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Baxalta Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of objection of the qualification Commission to the use of the Closing Units for offer and sale in Registration Statement or any jurisdiction or post-effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.Securities Act; and

Appears in 1 contract

Samples: Underwriting Agreement (Nielsen N.V.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; been filed; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus or any Issuer Free Writing Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Denbury Resources Inc)

Notice to the Underwriter. The Company From the date hereof until the end of the Prospectus Delivery Period, the Issuer and the Guarantor will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus or any Issuer Free Writing Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; relating thereto; (viiiv) when it learns of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, any Preliminary Prospectus or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) when it learns of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company Issuer of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Issuer or the Guarantor of any notice with respect to any suspension of the qualification of the Closing Units Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Issuer and the Guarantor will use their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Final Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Berkshire Hathaway Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company’s Knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 1 contract

Samples: Underwriting Agreement (Curative Biotechnology Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Black Knight Financial Services, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Advent Software Inc /De/)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or of suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 1 contract

Samples: Underwriting Agreement (BioNexus Gene Lab Corp)

Notice to the Underwriter. The Prior to the later of (x) the Closing Date or (y) the expiration of the Prospectus Delivery Period, the Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its commercially reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Strategic Hotels & Resorts, Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: promptly (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; effective during the Prospectus Delivery Period; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; during the Prospectus Delivery Period; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Time of Sale Information or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Time of Sale Information or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Exco Resources Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; been filed; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus or any Issuer Free Writing Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Denbury Resources Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-the- Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-Testing- the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 1 contract

Samples: Underwriting Agreement (Sharps Technology Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final ProspectusPricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Atlanta Braves Holdings, Inc.)

Notice to the Underwriter. The Company will will, during the Prospectus Delivery Period, advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Affymetrix Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bank of the Ozarks Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) 5.2.1. when the Registration Statement has become effective;. (ii) 5.2.2. when the Final Prospectus has been filed with the Commission;. (iii) 5.2.3. when any amendment to the Registration Statement has been filed or becomes effective;. (iv) 5.2.4. when any Rule 462(b) Registration Statement has been filed with the Commission;. (v) 5.2.5. when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed;. (vi) 5.2.6. of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication;. (vii) 5.2.7. of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-the- Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act;. (viii) 5.2.8. of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading;. (ix) 5.2.9. of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and. (x) 5.2.10. of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 1 contract

Samples: Underwriting Agreement (Cemtrex Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; effective upon filing; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Surgery Partners, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Avalonbay Communities Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, promptly and confirm such advice in writing: writing (which may be by electronic mail): (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration StatementBase Prospectus, any of the Pricing Disclosure Package, Package or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Base Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Teladoc, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; infor- mation; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use commercially reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (J C Penney Co Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (SONDORS Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing if requested, (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, Preliminary Prospectus or the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Preliminary Prospectus or the Final Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Dynegy Inc.)

Notice to the Underwriter. The Company Partnership will advise the Underwriter promptly, and confirm such advice in writing: promptly (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company Partnership of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Partnership of any notice with respect to any suspension of the qualification of the Closing Units for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Partnership will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Units and, if any such order is issued, will use its best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Phillips 66 Partners Lp)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any oral or written comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the General Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication the General Disclosure Package is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal including, if necessary by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Appears in 1 contract

Samples: Underwriting Agreement (Converted Organics Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: promptly (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; effective (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; if not automatically effective upon filing); (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Dunkin' Brands Group, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (v) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; (vi) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (vii) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (viii) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (x) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Firm Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

Appears in 1 contract

Samples: Underwriting Agreement (Innovation Beverage Group LTD)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which confirmation may be delivered by electronic mail), (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company’s knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company’s knowledge, threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Myomo, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement Statements has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement Statements or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement Statements or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement Statements or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statements, preventing or suspending the use of the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Myriad Genetics Inc)

Notice to the Underwriter. The During the Prospectus Delivery Period, the Company will advise the Underwriter promptly, and confirm such advice in writing: (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, or the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication Package as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, or the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication Package is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose. The Company will use its commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement, preventing or suspending the use of the Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will use its commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bank of the Ozarks Inc)

Notice to the Underwriter. The Company EVO Parties will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, or any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Preliminary Prospectus, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company EVO Parties of any of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the EVO Parties will use their reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as practicable the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (EVO Payments, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: promptly (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; effective until the later of (ivx) when any Rule 462(bthe Closing Date and (y) Registration Statement has been filed with the Commission; expiration of the Prospectus Delivery Period; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus or any Issuer Free Writing Prospectus relating to the Shares has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, information relating to the Registration Statement or any request for information concerning any Testing-the-Waters Communication; (vii) document incorporated therein until the later of (x) the Closing Date and (y) the expiration of the Prospectus Delivery Period; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication the Prospectus or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Jones Energy, Inc.)

Notice to the Underwriter. The During the Prospectus Delivery Period, the Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which may be delivered via electronic mail), (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final ProspectusPricing Disclosure Package, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication the Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statementany Base Prospectus, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, Prospectus or the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication Package as then amended or supplemented would include contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, Prospectus or the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication Package is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the written initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Base Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Vertiv Holdings Co)

Notice to the Underwriter. The Company Issuer will advise the Underwriter promptly, and confirm such advice in writing: promptly during the Prospectus Delivery Period (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus or any Issuer Free Writing Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of the Registration Statement, Prospectus or the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company Issuer of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Issuer of any notice with respect to any suspension of the qualification of the Closing Units Notes for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Issuer will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus, or suspending any such qualification of the Notes and, if any such order is issued, will obtain as soon as practicable the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (British American Tobacco p.l.c.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which may be by electronic mail), (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, Prospectus or any Written Testing-the-Waters Communication or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, any of the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (BioAtla, Inc.)

Notice to the Underwriter. The Prior to the later of (x) the Closing Date or (y) the expiration of the Prospectus Delivery Period, the Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of the Registration Statement, Time of Sale Information or the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Time of Sale Information or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; and (ix) of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or the initiation or threatening for that purpose; and (xvi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Securities for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any of the Time of Sale Information or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Arbor Realty Trust Inc)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: writing (which advice may be delivered via e-mail), (i) when the Registration Statement has become effective; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (vii) when any supplement to the Final Prospectus, Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; filed; (viiii) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company’s knowledge, threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiiv) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvi) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice of objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xvii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company’s knowledge, threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Energy Technologies, Inc.)

Notice to the Underwriter. The Company will advise the Underwriter promptly, and confirm such advice in writing: , (i) when the Registration Statement has become effective; ; (ii) when the Final Prospectus has been filed with the Commission; (iii) when any amendment to the Registration Statement has been filed or becomes effective; ; (iv) when any Rule 462(b) Registration Statement has been filed with the Commission; (viii) when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Prospectus or any amendment to the Final Prospectus has been filed or distributed; ; (viiv) of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus, (y) Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; ; (viiv) of (x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; ; (viiivi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, which the Final Prospectus, the Pricing Disclosure Package, Package or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, Package or any such Issuer Free Writing Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; ; (ixvii) of the issuance receipt by the Company of any governmental or regulatory authority or any order preventing or suspending notice objection of the Commission to the use of any of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statement or any Testingpost-the-Waters Communication or effective amendment thereto pursuant to Rule 401(g)(2) under the initiation or threatening for that purposeSecurities Act; and and (xviii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Closing Units Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Appears in 1 contract

Samples: Underwriting Agreement (Burlington Stores, Inc.)

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