Common use of Pursuant to the Securities Act Clause in Contracts

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-6 (No. 333-230728) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Placement Agency Agreement (Nano Dimension Ltd.), Placement Agency Agreement (Nano Dimension Ltd.)

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Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-6 (No. 333-230728204797) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559237668), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26May 19, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Placement Agency Agreement (Nano Dimension Ltd.), Placement Agency Agreement (Nano Dimension Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form F-6 S-3 (File No. 333-230728) covering 274083), including any related prospectus or prospectuses, for the registration of the ADSs Securities under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18August 28, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 2023 (the “Effective Date”). The prospectus dated August 28, 2023 in the form in which it was filed with the Commission pursuant o Rule 424(b)(3) on August 29, 2023 in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act as of the date of such prospectus.

Appears in 2 contracts

Samples: Placement Agency Agreement (Biovie Inc.), Placement Agency Agreement (Biovie Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form F-6 F-3 (File No. 333-230728) covering 333- 267893), including any related prospectus or prospectuses, for the registration of the ADSs Securities under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 12 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18December 21, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus2022.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Placement Agency Agreement (Vision Marine Technologies Inc.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form F-6 (No. 333-230728) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “"shelf" registration statement on Form F-3 (File No. 333-249559333- 276209), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the "Rule 430B Information") or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the "Registration Statement." The Registration Statement at the time it originally became effective is referred to herein as the "Initial Registration Statement." If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term "Registration Statement" shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18February 2, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus2024.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (GREENPOWER MOTOR Co INC.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form F-6 S-3 (File No. 333-230728) covering 333‑269326), including any related prospectus or prospectuses, for the registration of the ADSs sale of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to at such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act at such time time, and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18January 30, 2015 and 2023. The prospectus included in the Registration Statement at the time it was originally declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” ”. Each preliminary prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) that described under the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used Securities Act prior to the filing execution and delivery of the final prospectus supplement referred to in the following paragraph this Agreement, is herein called a “Preliminary Prospectus.” ”. Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus Prospectus, or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 12 of Form F-3 S-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Marpai, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and amendments thereto, on Form F-6 S-1 (File No. 333-230728) covering 256785), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities, the Representative’s Securities and the Underlying Common Stock (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was has been declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (Data443 Risk Mitigation, Inc.)

Pursuant to the Securities Act. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto on Form F-6 S-1 (File No. 333-230728) covering 333-_______), including a related preliminary prospectus (any such preliminary prospectus in the form first filed with the Commission, a “Preliminary Prospectus” and the Preliminary Prospectus dated __________, 2006 included in the registration of statement first filed with the ADSs Commission on __________, 2006, in the form distributed to potential investors in the Offering, the “Statutory Prospectus”), for registration under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under offering and sale of the Securities ActSecurities, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations (“Rules”) of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act RegulationsAct. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement becomes effective (including the prospectus, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of such time pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such timeRules), is referred to herein as hereinafter called the “Registration Statement.” The Such Registration Statement at the time it originally became has become effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b)Effective Date. The ADS Registration Statement was declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such ); such final prospectus supplement (including the Base Prospectus as so supplemented), in the form first filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein hereinafter called the “Prospectus.” Any reference herein to the Base ProspectusAs filed, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated contain all information required by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of and the date of such prospectusRules thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Advanced Technology Acquisition Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-6 (No. 333-230728203937) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559238162), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18May 15, 2015 and the Registration Statement was declared effective by the Commission on October 26May 15, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Medigus Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-6 (No. 333-230728204797) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Placement Agency Agreement (Nano Dimension Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-6 (No. 333-230728204797) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559217173), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26April 14, 2020 2017 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Nano Dimension Ltd.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a A registration statement on Form F-6 (No. 333-230728220689) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) has been filed with the U.S. Securities and Exchange Commission (the “Commission”). The Company has filed a “shelf” registration statement on Form F-3 (File No. 333-249559234445), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities under the Securities Act, which registration statements were statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was initially declared effective by the Commission on June 18October 11, 2015 2017, post-effective amendment no. 1 thereto was automatically effective on March 27, 2018 and the Registration Statement was declared effective by the Commission on October 26November 14, 2020 2019 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares Public Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Piedmont Lithium LTD)

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Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and any amendment or amendments thereto, on Form F-6 F-1 (File No. 333-230728) covering 222814), including any related prospectus or prospectuses, for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was has been declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (Electrameccanica Vehicles Corp.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and an amendment or amendments thereto, on Form F-6 S-1 (File No. 333-230728) covering 228044), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities, the Representatives’ Securities and the Underlying Common Stock (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was has been declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bionik Laboratories Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form F-6 (No. 333-230728) covering the registration of the ADSs under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “"shelf" registration statement on Form F-3 (File No. 333-249559273197), including any related prospectus or prospectuses, for the registration of the Ordinary Shares Public Securities and the Representative's Securities under the Securities Act, which registration statements were statement and amendment or amendments was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") and contain and will contain contains all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated by reference pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations (the "Rule 430B Information”) ")), or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the "Registration Statement." The Registration Statement at the time it originally became effective is referred to herein as the "Initial Registration Statement." If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term "Registration Statement" shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was declared effective by the Commission on June 18July 14, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus2023.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (ImmunoPrecise Antibodies Ltd.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and amendments thereto, on Form F-6 S-1 (File No. 333-230728) covering 268008), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities, the Representative’s Securities and the Underlying Common Stock (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was has been declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (Arch Therapeutics, Inc.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and amendments thereto, on Form F-6 F-1 (File No. 333-230728) covering 281783), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities, the Representative’s Securities and the Underlying Ordinary Shares (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus (as defined below) included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was has been declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (Park Ha Biological Technology Co., Ltd.)

Pursuant to the Securities Act. (A) The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and an amendment or amendments thereto, on Form F-6 S-1 (File No. 333-230728) covering 228044), including any related prospectus or prospectuses (the “Prospectus”), for the registration of the ADSs Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in conformity in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein by reference and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was has been declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”). The prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectushereof.

Appears in 1 contract

Samples: Underwriting Agreement (Bionik Laboratories Corp.)

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and an amendment or amendments thereto, on Form F-6 S-1 (File No. 333-230728) covering 333- 258005), including any related prospectus or prospectuses, which registration statement was declared effective on July 21, 2021, for the registration of the ADSs Public Securities and the Underwriter’s Securities under the Securities Act of 1933, as amended (the “Securities Act”) (the “ADS Registration Statement”) and a “shelf” registration statement on Form F-3 (File No. 333-249559), including any related prospectus or prospectuses, for the registration of the Ordinary Shares under the Securities Act, which registration statements were statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contain contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such “shelf” registration statement on Form F-3 statement, as amended, on file with the Commission at any given timethe time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, including any amendments thereto to such timefinancial statements, schedules, exhibits and schedules thereto at such time, all other documents filed as a part thereof or incorporated pursuant to Item 6 of Form F-3 under the Securities Act at such time therein and the documents and all information otherwise deemed to be a part thereof or included therein as of the Effective Date pursuant to paragraph (b) of Rule 430B 430A of the Securities Act Regulations (the “Rule 430B 430A Information”) or otherwise pursuant to the Securities Act Regulations at such time)), is referred to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The ADS Registration Statement was has been declared effective by the Commission on June 18, 2015 and the Registration Statement was declared effective by the Commission on October 26, 2020 (the “Effective Date”)date hereof. The Each prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Ordinary Shares and the Offering and omitted the Rule 430B Information and that was used prior to the filing effectiveness of the final Registration Statement, and each prospectus supplement referred that omitted the Rule 430A Information that was used after such effectiveness and prior to in the following paragraph execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” Promptly after The Preliminary Prospectus, subject to completion, dated [●], 2021, that was included in the execution and delivery of this Agreement, Registration Statement immediately prior to the Company will prepare and file with Applicable Time is hereinafter called the Commission a “Pricing Prospectus.” The final prospectus supplement to the Base Prospectus relating to the Public Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with first furnished to the Commission pursuant to Rule 424(b) under Underwriters for use in the Securities Act Offering is herein hereinafter called the “Prospectus.” Any reference herein to the Base “most recent Preliminary Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under latest Preliminary Prospectus included in the Securities Act as of the date of such prospectusRegistration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Jupiter Wellness, Inc.)

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