Registered Offering Clause Samples
A Registered Offering clause defines the process and requirements for offering securities that are registered with the appropriate regulatory authorities, such as the SEC in the United States. This clause typically outlines the obligations of the issuer to file a registration statement, comply with disclosure requirements, and ensure that all necessary approvals are obtained before the securities are sold to the public. By establishing these procedures, the clause ensures that the offering is conducted in compliance with securities laws, thereby protecting both the issuer and investors from legal and regulatory risks.
Registered Offering. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), you shall provide us with such number of copies of each preliminary prospectus, the Prospectus and any supplement thereto relating to each Registered Offering as we may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable Rules and regulations of the Securities and Exchange Commission thereunder. We represent that we are familiar with Rule 15c2-8 under the Exchange Act relating to the distribution of preliminary and final prospectuses and agree that we will comply therewith. We agree to keep an accurate record of our distribution (including dates, number of copies, and persons to whom sent) of copies of the Prospectus or any preliminary prospectus (or any amendment or supplement to any thereof), and promptly upon request by you, to bring all subsequent changes to the attention of anyone to whom such material shall have been furnished. We agree to furnish to persons who receive a confirmation of sale a copy of the Prospectus filed pursuant to Rule 424(b) or Rule 424(c) under the Securities Act. We agree that in purchasing Securities in a Registered Offering we will rely upon no statements whatsoever, written or oral, other than the statements in the Prospectus delivered to us by you. We will not be authorized by the issuer or other seller of Securities offered pursuant to a Prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Securities. We will not use any free writing prospectus, unless consented to by you or authorized expressly in writing to you by the issuer in the Registered Offering.
Registered Offering. The offer and sale of the Shares have been registered on a Form SB-2 registration statement, Registration No. 333-101055 ("Registration Statement"), which Registration Statement has been declared effective by the Securities and Exchange Commission (the "Commission") and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statements or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statements, either temporarily or permanently, or intends or has threatened in writing to do so. The Company has delivered to Purchaser the prospectus that constitutes a part of the Registration Statement.
Registered Offering. Provided that the Company fails to raise capital in connection with the Rights Offering, the Company shall use best commercial efforts (and shall provide evidence to the Purchaser of the same) to raise capital pursuant to a public offering of shares of its Common Stock to accredited investors, which such Common Stock shall be registered pursuant to applicable securities laws, subject to the terms and conditions to be contained in the documents to be hereinafter executed in connection herewith (the “Registered Offering”); and
Registered Offering. The offer and sale of the Shares have been registered on a Form SB-2 registration statement, Registration No. 333-101055 ("Registration Statement"), which Registration Statement has been declared effective by the Securities and Exchange Commission (the "Commission") and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statements or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statements, either temporarily or permanently, or intends or has threatened in writing to do so. The Company has delivered to Purchaser by electronic means the prospectus that constitutes a part of the Registration Statement, and Purchaser consents to electronic delivery of the prospectus.
Registered Offering. The offer and sale of the Shares have been registered on a Form S-3 registration statement, Registration No. 333-69652 ("Registration Statement"), which Registration Statement has been declared effective by the Securities and Exchange Commission. When issued against payment therefore, the Shares will be free of any resale restrictions and the certificates representing the Shares will not contain any restrictive legends. The Company shall deliver to Purchaser the prospectus that constitutes a part of the Registration Statement and a prospectus supplement regarding the sale of the Shares pursuant hereto.
Registered Offering. Promptly following the execution and delivery of this Agreement by each of the parties hereto (other than the Financial Institutions) and the Letter of Undertakings by each of the parties thereto, the Company shall file a registration statement under the Securities Act contemplating a registered public offering of, and FT and the Company thereafter promptly shall commence a registered public offering (the "Registered Offering") pursuant to which FT will offer, on an underwritten basis, no fewer than the Threshold Number of shares of Common Stock. Prior to the filing of such registration statement, FT will cause, and the Company and CCUK will facilitate, the conversion or exchange of such portion of the FT Interest into shares of Common Stock as is necessary to permit FT to consummate the Registered Offering as contemplated by this Agreement. If prior to the commencement of the "road show" for the Registered Offering, developments occur in connection with a proposed private placement, strategic sale or other disposition of all or a portion of the FT Interest that could reasonably be expected to require amendment or supplementation of the registration statement pursuant to which the Registered Offering is being made, then FT may elect to delay the commencement of such "road show". No such election shall affect any other provision of this Agreement or extend any time period set forth herein.
Registered Offering. In the event of a registered Coordinated Block Trade, the right of any an Electing Participant to be included in such transaction pursuant to this Section 3.6 shall be conditioned upon such Participant’s acceptance of the terms of the registered Coordinate Block Trade as agreed upon between the Company and the Counterparty; execution of an underwriting agreement or similar agreement in customary form with such Counterparty, as approved by the Company and the Execution Committee; and the inclusion of such Electing Participant’s Equity Securities in the registered Coordinated Block Trade to the extent provided in this Agreement.
Registered Offering. (a) Except in the case in which the Merger is an All-Cash Transaction, Parent shall prepare and within one month following the date of this Agreement file a Registration Statement (the “Registration Statement”) for the registration of the Parent Common Stock expected to be included in the Final Merger Consideration on Form S-4 under the 1933 Act with the SEC and each of Parent and the Company shall cooperate to, and shall, use commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. The Company shall cooperate with, and provide information to, Parent in connection with the Registration Statement, including such financial statements and other information with respect to the Company as may be required to be filed therewith. Parent shall advise the Company promptly after it receives notice of (i) the Registration Statement being declared effective or any supplement or amendment thereto being filed with the SEC, (ii) the issuance of any stop order in respect of the Registration Statement, and (iii) the receipt of any correspondence, comments or requests from the SEC in respect of the Registration Statement. Each of Parent and Company shall also cooperate to, and shall, take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection therewith. Parent will pay all customary expenses in connection with the Registration Statement, including, without limitation, registration fees, legal and accounting fees, listing fees, transfer agent fees and printing and mailing costs related to the Registration Statement.
(b) None of the information supplied by the Company to Parent or any representative thereof in connection with the Registration Statement or any other document prepared to comply with federal or state securities laws shall contain, at the time such information is provided to Parent and at the time of any mailing or filing, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. None of the information supplied by Parent to the Company or any representative thereof in connection with the Registration Statement or...
Registered Offering. The investment securities to which this subscription relates are being offered and sold pursuant to an effective registration statement on Form S-1 (File No. 333-292164) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This offering is not being conducted under an exemption from registration, and the Accredited Investor requirements of Regulation D of the General Rules and Regulations of the Securities and Exchange Commission do not apply. The undersigned represents that the undersigned has received and reviewed the prospectus forming a part of the registration statement and has had the opportunity to ask questions of and receive answers from the Company regarding the terms and conditions of the offering and the business, properties, prospects, and financial condition of the Company. [Intentionally omitted — This offering is made pursuant to an effective registration statement and is not subject to Regulation D Accredited Investor requirements.]
Registered Offering. NW Natural and Purchaser shall as soon as ------------------- practicable, following the date hereof (and in no event later than 60 days from the date hereof) prepare and file with the SEC the Prospectus/Proxy Statement and the Registration Statement. Neither NW Natural nor Purchaser shall be deemed to have breached the immediately preceding sentence if any delay beyond 60 days is caused by any Person other than NW Natural, Purchaser or their legal counsel, but, notwithstanding any such delay, NW Natural and Purchaser shall use their best efforts to effect such filing promptly thereafter. NW Natural and Purchaser shall use their best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and as soon as practicable thereafter mail the Prospectus/Proxy Statement to the shareholders of NW Natural, and, if necessary after the Prospectus/Proxy Statement is mailed, promptly circulate amended supplemental proxy material, and, if required, resolicit proxies. NW Natural and Purchaser shall also use their best efforts to obtain prior to the effective date of the Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the NW Natural Merger and to consummate the other transactions contemplated hereby and will pay all expenses incident thereto.