Common use of Post-Effective Amendment Clause in Contracts

Post-Effective Amendment. Once the agreement(s) governing the acquisition(s) of a business(es) between the parties to this Agreement, if applicable, meeting the above criteria has (have) been executed, Rule 419 requires the Client to update the registration statement of which the prospectus relative to the acquisition registration is a part with a post-effective amendment. The post-effective amendment shall (i) disclose the information specified by the applicable registration statement form and Industry Guides (as such term is used in Rule 419), including financial statements of the Client and the company acquired or to be acquired and pro forma financial information required by the form and applicable rules and regulations; (ii) disclose the results of the initial offering, including but not limited to: (A) The gross offering proceeds received to date, specifying the amounts paid for underwriter commissions, underwriting expenses and dealer allowances, amounts disbursed to the registrant, and amounts remaining in the escrow or trust account; and (B) the specific amount, use and application of funds disbursed to the Client to date, including, but not limited to, the amounts paid to officers, directors, promoters, controlling shareholders or affiliates, either directly or indirectly, specifying the amounts and purposes of such payments; and (iii) disclose the terms of the offering as described pursuant to paragraph (e)(2) of Rule 419. The conditions set forth in this Section 4 are referred to as the “Post-Effective Amendment Requirements.”