Common use of Pursuant to the Act Clause in Contracts

Pursuant to the Act. The Company has filed with the Commission a registration statement, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and on file with the Commission at the time such Initial Registration Statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below)), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Global Logistics Acquisition CORP)

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Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”226774), including any related preliminary prospectus included in the Initial Registration Statement or filed prospectuses, including those that omitted information pursuant to Rule 424(a) 430A, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein by reference pursuant to Item 12 of Form S-1 and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b)) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called is referred to herein as the “Registration Statement,.and As used herein, the term “Preliminary Prospectus” shall mean the preliminary prospectus dated [_________], 2018 made part of the Registration Statement. The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriters for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations), Offering is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means 5:00 p.m. on the Effective Date or such other time as agreed to in writing by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Eton Pharmaceuticals, Inc.)

Pursuant to the Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”280522), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed is referred to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called herein as the “Registration Statement,” .” (B) The prospectus to be filed pursuant to Rule 424(b) under the Act after the execution and delivery of this Agreement by the form of parties hereto, or, if no filing pursuant to Rule 424(b) under the final Act is required, the prospectus dated relating to the Effective Date Offering included in the Registration Statement (or, if applicable, at the form of final prospectus filed with the Commission pursuant to Rule 424(b) effective date of the Regulations)Registration Statement, is hereinafter called the “Prospectus.” (C) The Initial Registration Statement has been declared effective by the Commission on or prior to the date hereof. “Applicable Time” means 5:00 p.m. Eastern Time, on the date of this Agreement, or such other time as agreed to by the Company and the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Click Holdings Ltd.)

Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”168949), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”), for the registration of the Public Securities under the Securities Act of 1933, as amended (“Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the offering of the Units (the “Offering”) under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in filed by the Registration Statement (or, if applicable, the form of final prospectus filed Company with the Commission pursuant to Rule 424(b) 424 of the Regulations), Regulations is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission For purposes of this Agreement, “Time of Sale” means 4:30 p.m. New York City time, on the date hereof.of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement dated [•], 2010, for

Appears in 1 contract

Samples: Underwriting Agreement (L&L Acquisition Corp.)

Pursuant to the Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”333-[ ]), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed is referred to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called herein as the “Registration Statement,” .” (B) The prospectus to be filed pursuant to Rule 424(b) under the Act after the execution and delivery of this Agreement by the form of parties hereto, or, if no filing pursuant to Rule 424(b) under the final Act is required, the prospectus dated relating to the Effective Date Offering included in the Registration Statement (or, if applicable, at the form of final prospectus filed with the Commission pursuant to Rule 424(b) effective date of the Regulations)Registration Statement, is hereinafter called the “Prospectus.” (C) The Initial Registration Statement has been declared effective by the Commission on or prior to the date hereof. “Applicable Time” means 5:00 p.m. Eastern Time, on the date of this Agreement, or such other time as agreed to by the Company and the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Click Holdings Ltd.)

Pursuant to the Act. (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”169515), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), is referred to herein as the “Registration Statement.” (b) The Company has filed with the Securities and any Exchange Commission (the “Commission”) a registration statement filed to increase and an amendment or amendments thereto, on Form F-6 (File No. 333-__________), including any material incorporated by reference therein, for the size registration of the Offering pursuant to Rule 462(b) of ADSs under the Regulations Act (a Rule 462(b) ADS Registration Statement”), are hereinafter called which registration statement and amendment or amendments have been prepared by the “Registration Statement,” Company in all material respects in conformity with the requirements of the Act and Regulations. (c) The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriters for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations)Offering, is hereinafter called the “Prospectus.” (d) The Initial ADS Registration Statement has and the Registration Statement have been declared effective by the Commission on or prior to the date hereof. “Applicable Time” means [___ am/pm on _________________, 20__], on the Effective Date or such other time as agreed to by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Sunity Online Entertainment LTD)

Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and any amendment thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”250042), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement becomes the registration statement became effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by For purposes of this Agreement, “Applicable Time,” as used in the Commission Act, means 5:00 p.m. New York City time, on the date hereof.the

Appears in 1 contract

Samples: Underwriting Agreement (Rodgers Silicon Valley Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”150695), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed is referred to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called herein as the “Registration Statement,.and The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriters for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations)Offering, is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means [___ am/pm on _________________, 2009], on the Effective Date or such other time as agreed to by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Cavico Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”333-______), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended prospectuses (the “Act”) (“Preliminary Prospectus”), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the “Regulations”). Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed is referred to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called herein as the “Registration Statement,.and The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriters for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations)Offering, is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means [___ am/pm on ___, 2008] or such other time as agreed to by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (China Growth Alliance LTD)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (“Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”128008), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) dated as of the Securities Act of 1933March 3, as amended 2006 (the “Act”) (“Preliminary Prospectus”), for the registration of the Public Securities under the Securities Act of 1933, as amended (“Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (“Regulations”) of the Commission under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective effective, as amended through the Applicable Time (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of through the Regulations (as defined below)Applicable Time), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means the time of sale with respect to each applicable investor at or prior to the Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Phoenix India Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591127272), including the preliminary prospectus dated as may be amended from time to time of January 20, 2006 (the “Initial Registration StatementSale Preliminary Prospectus”), including and any other related preliminary prospectus included in (collectively, the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”), for the registration of the Public Securities under the Act, which registration statement and amendment or amendments, including the Sale Preliminary Prospectus, have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (“Regulations”) of the Commission under the Act. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Highbury Financial Inc)

Pursuant to the Act. The Company has filed with the Commission a registration statement, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”), for the registration of the Public Securities under the Act. The Preliminary Prospectus, dated [February 6], 2006, relating to the Units that is included in the Initial Registration Statement, is hereinafter called the “Pre-Pricing Prospectus”. Except as the context may otherwise require, such Initial Registration Statement, as amended and on file with the Commission at the time such Initial Registration Statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below)), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been was declared effective by the Commission on the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Global Logistics Acquisition CORP)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”212353), including any related preliminary prospectus included in the Initial Registration Statement or filed prospectuses, including those that omitted information pursuant to Rule 424(a) 430A, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein by reference pursuant to Item 12 of Form S-1 and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b)) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called is referred to herein as the “Registration Statement,.and As used herein, the term “Preliminary Prospectus” shall mean the preliminary prospectus dated July 29, 2016 made part of the Registration Statement. The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriters for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations), Offering is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means 5:00 p.m. on the Effective Date or such other time as agreed to in writing by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Atomera Inc)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission ("COMMISSION") a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”125558), including any related preliminary prospectus included in (including, without limitation, the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, Sale Preliminary Prospectus (as amended (the “Act”herein after defined)) (“Preliminary Prospectus”"PRELIMINARY PROSPECTUS"), for the registration of the Public Securities under the Securities Act of 1933, as amended ("ACT"), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations ("REGULATIONS") of the Commission under the Act. The prospectus subject to completion, dated , 2005, is hereinafter referred to as the "Sale Preliminary Prospectus". Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement"REGISTRATION STATEMENT," and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the “Prospectus"PROSPECTUS." The Initial Registration Statement has been declared effective by the Commission on the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc)

Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591127272), including the preliminary prospectus dated as may be amended from time to time of December 6, 2005 (the “Initial Registration StatementSale Preliminary Prospectus”), including and any other related preliminary prospectus included in (collectively, the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”), for the registration of the Public Securities under the Act, which registration statement and amendment or amendments, including the Sale Preliminary Prospectus, have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (“Regulations”) of the Commission under the Act. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Highbury Financial Inc)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”133447), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) dated as of the Securities Act of 1933_________, as amended 2006 (the “Act”) (“Preliminary Prospectus”), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective effective, as amended through the Applicable Time (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of through the Regulations (as defined below)Applicable Time), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means the time of sale with respect to each applicable investor at or prior to the Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Crossfire Capital Corp.)

Pursuant to the Act. The Company has filed with the Commission a registration statementregis-tration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591147741), as may be amended from time to time (for the “Initial Registration Statement”), including any related preliminary prospectus included in registration of the Initial Registration Statement or filed pursuant to Rule 424(a) of Public Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (“Preliminary ProspectusRegulations), for the registration ) of the Public Securities Commission under the Act. Except as the context may otherwise other-wise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration StatementState-ment,” the preliminary prospectus included in the Registration Statement immediately prior to the Effective Date is hereinafter called the “Preliminary Prospectus” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter here-inafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Capital Ten Acquisition Corp.)

Pursuant to the Act. (i) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”201263), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any is referred to herein as the “Registration Statement.” (ii) The Company has filed with the Commission a registration statement filed to increase and an amendment or amendments thereto, on Form F-6 (File No. 333-202457), including any material incorporated by reference therein, for the size registration of the Offering pursuant to Rule 462(b) of ADSs under the Regulations Act (a Rule 462(b) ADS Registration Statement”), are hereinafter called which registration statement and amendment or amendments have been prepared by the “Registration Statement,” Company in all material respects in conformity with the requirements of the Act and Regulations. (iii) The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriter for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations)Offering, is hereinafter called the “Prospectus.” (iv) The Initial ADS Registration Statement has and the Registration Statement have been declared effective by the Commission on or prior to the date hereof. “Applicable Time” means [ am/pm on , 20 ], on the Effective Date or such other time as agreed to by the Company and the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Hailiang Education Group Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”186264), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below))Regulations, and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by For purposes of this Agreement, “Time of Sale”, as used in the Commission on the date hereof.Act, means 5:00 p.m., New York , 2013

Appears in 1 contract

Samples: Underwriting Agreement (Hf2 Financial Management Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”233378), including any related preliminary prospectus included in the Initial Registration Statement or filed prospectuses, including those that omitted information pursuant to Rule 424(a) 430A, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein by reference pursuant to Item 12 of Form S-1 and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b)) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called is referred to herein as the “Registration Statement,.and As used herein, the term “Preliminary Prospectus” shall mean the preliminary prospectus dated [_________], 2019 made part of the Registration Statement. The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriters for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations), Offering is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means 5:00 p.m. on the Effective Date or such other time as agreed to in writing by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (TFF Pharmaceuticals, Inc.)

Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-128591148605), as may be amended from time to time (for the “Initial Registration Statement”), including any related preliminary prospectus included in registration of the Initial Registration Statement or filed pursuant to Rule 424(a) of Public Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (“Preliminary ProspectusRegulations), for the registration ) of the Public Securities Commission under the Act. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” the preliminary prospectus included in the Registration Statement immediately prior to the Effective Date is hereinafter called the “Preliminary Prospectus” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (China Evergreen Acquisition Corp.)

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Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”255046), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units (and the Class A Common Stock and the Warrants included in the Units) under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424(b) of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof.424

Appears in 1 contract

Samples: Underwriting Agreement (EG Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”224801), including any related preliminary prospectus included in the Initial Registration Statement or filed prospectuses, including those that omitted information pursuant to Rule 424(a) 430A, for the registration of the Shares under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein by reference pursuant to Item 12 of Form S-1 and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b)) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called is referred to herein as the “Registration Statement,.and As used herein, the term “Preliminary Prospectus” shall mean the preliminary prospectus dated June [●], 2018 made part of the Registration Statement. The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriter for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations), Offering is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means 4:00 p.m. on the Effective Date or such other time as agreed to in writing by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Provention Bio, Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”xxxxxx), including any related preliminary prospectus included in the Initial Registration Statement or filed prospectuses, including those that omitted information pursuant to Rule 424(a) 430A, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein by reference pursuant to Item 12 of Form S-1 and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b)) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called is referred to herein as the “Registration Statement,.and As used herein, the term “Preliminary Prospectus” shall mean the preliminary prospectus dated [_______], 2016 made part of the Registration Statement. The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriters for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations), Offering is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means 5:00 p.m. on the Effective Date or such other time as agreed to in writing by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Atomera Inc)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”150695), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed is referred to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called herein as the “Registration Statement,.and The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriters for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations)Offering, is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means [___ am/pm on December ___, 2008], on the Effective Date or such other time as agreed to by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Skystar Bio-Pharmaceutical Co)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”150695), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed is referred to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called herein as the “Registration Statement,.and The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriters for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations)Offering, is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof. “Applicable Time” means [___ am/pm on ______________ ___, 2009] on the Effective Date or such other time as agreed to by the Company and the Representative.

Appears in 1 contract

Samples: Underwriting Agreement (Skystar Bio-Pharmaceutical Co)

Pursuant to the Act. (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”201263), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any is referred to herein as the “Registration Statement.” (b) The Company has filed with the Commission a registration statement filed to increase and an amendment or amendments thereto, on Form F-6 (File No. 333-202457), including any material incorporated by reference therein, for the size registration of the Offering pursuant to Rule 462(b) of ADSs under the Regulations Act (a Rule 462(b) ADS Registration Statement”), are hereinafter called which registration statement and amendment or amendments have been prepared by the “Registration Statement,” Company in all material respects in conformity with the requirements of the Act and Regulations. (c) The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriter for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations)Offering, is hereinafter called the “Prospectus.” (d) The Initial ADS Registration Statement has and the Registration Statement have been declared effective by the Commission on or prior to the date hereof. “Applicable Time” means [ am/pm on , 20 ], on the Effective Date or such other time as agreed to by the Company and the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Hailiang Education Group Inc.)

Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”259091), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Public Securities Units, and the Ordinary Shares and Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof.called

Appears in 1 contract

Samples: Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I)

Pursuant to the Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”276436), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed is referred to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called herein as the “Registration Statement,” . (B) The prospectus to be filed pursuant to Rule 424(b) under the Act after the execution and delivery of this Agreement by the form of parties hereto, or, if no filing pursuant to Rule 424(b) under the final Act is required, the prospectus dated relating to the Effective Date Offering included in the Registration Statement (or, if applicable, at the form of final prospectus filed with the Commission pursuant to Rule 424(b) effective date of the Regulations)Registration Statement, is hereinafter called the “Prospectus.” (C) The Initial Registration Statement has been declared effective by the Commission on or prior to the date hereof. “Applicable Time” means [ ] p.m. Eastern Time, on [ ], 2024, or such other time as agreed to by the Company and the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Zhengye Biotechnology Holding LTD)

Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and any amendment thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”252916), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement becomes effective (the registration statement became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below))Regulations, and any together with the registration statement filed to increase by the size of the Offering Company pursuant to Rule 462(b) of under the Regulations Act registering additional Public Securities (a the “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on the date hereof.final

Appears in 1 contract

Samples: Underwriting Agreement (Gladstone Acquisition Corp)

Pursuant to the Act. The Company has filed with the Commission a registration statementstatement and amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”207590), including any related preliminary prospectus included in the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, as amended (the “Act”) (“Preliminary Prospectus”), including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the Public Securities Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with containing information permitted to be omitted at the Commission pursuant to time of effectiveness by Rule 424(b) 430A of the Regulations), is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective filed by the Commission on Company with the date hereof.Commission

Appears in 1 contract

Samples: Underwriting Agreement (PMV Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”169279), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(aregistration of the Public Securities and Warrant Securities (collectively, the “Shares”) of under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any registration statement filed is referred to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are hereinafter called herein as the “Registration Statement,.and The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriter for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations)Offering, is hereinafter called the “Prospectus.” The Initial Registration Statement has been declared effective by the Commission on December 9, 2010 (“Effective Date”). “Applicable Time” means 5:00 pm on the date hereofEffective Date or such other time as agreed to by the Company and the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Uni-Pixel)

Pursuant to the Act. (i) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statementstatement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”228510), including any related preliminary prospectus included in or prospectuses, for the Initial Registration Statement or filed pursuant to Rule 424(a) registration of the Securities under the Securities Act of 1933, as amended (the “Act”) ), which registration statement and amendment or amendments have been prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and regulations of the Commission under the Act (the Preliminary ProspectusRegulations”), for the registration of the Public Securities under the Act. Except as the context may otherwise require, such Initial Registration Statement, as amended and registration statement on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the Regulations (as defined below)Regulations), and any is referred to herein as the “Registration Statement.” (ii) The Company has filed with the Commission a registration statement filed to increase and an amendment or amendments thereto, on Form F-6 (File No. [number]), including any material incorporated by reference therein, for the size registration of the Offering pursuant to Rule 462(b) of ADSs under the Regulations Act (a Rule 462(b) ADS Registration Statement”), are hereinafter called which registration statement and amendment or amendments have been prepared by the “Registration Statement,” Company in all material respects in conformity with the requirements of the Act and Regulations. (iii) The final prospectus in the form of first furnished to the final prospectus dated the Effective Date included Underwriter for use in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Regulations)Offering, is hereinafter called the “Prospectus.” (iv) The Initial ADS Registration Statement has and the Registration Statement have been declared effective by the Commission on or prior to the date hereof. “Applicable Time” means [9:00 a.m.] (EDT) on [date] or such other time as agreed to by the Company and the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Puyi, Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (‘‘Commission’’) a registration statementstatement and an amendment or amendments thereto, on Form S-1 (File No. 333-128591), as may be amended from time to time (the “Initial Registration Statement”128008), including any related preliminary prospectus included in (including, without limitation, the Initial Registration Statement or filed pursuant to Rule 424(a) of the Securities Act of 1933, Sale Preliminary Prospectus as amended hereinafter defined (the “Act”) (“‘‘Preliminary Prospectus’’), for the registration of the Public Securities under the Securities Act of 1933, as amended (‘‘Act’’), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (‘‘Regulations’’) of the Commission under the Act. The prospectus subject to completion dated August 3, 2007 is hereinafter referred to as the ‘‘Sale Preliminary Prospectus.’’ Except as the context may otherwise require, such Initial Registration Statementregistration statement, as amended and amended, on file with the Commission at the time such Initial Registration Statement the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein, therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of through the Regulations (as defined below)Applicable Time), and any registration statement filed to increase the size of the Offering pursuant to Rule 462(b) of the Regulations (a “Rule 462(b) Registration Statement”), are is hereinafter called the ‘‘Registration Statement,’’ and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus filed with the Commission pursuant to Rule 424(b) 424 of the Regulations), is hereinafter called the ‘‘Prospectus.’’ The Initial Registration Statement has been declared effective by the Commission on the date hereof. ‘‘Applicable Time’’ means the time of sale with respect to each applicable investor at or prior to the Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc)

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