Registration Matters i. The Company has filed with the Commission a registration statement on Form F-3 (File No. 333- 267397) including a related prospectus, for the registration of certain securities (the “Shelf Securities”), including the Securities, under the Securities Act and the rules and regulations thereunder (the “Securities Act Regulations”). The registration statement has been declared effective under the Securities Act by the Commission. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Form F-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the Securities Act Regulations (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Form F-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The term “Preliminary Prospectus” means any preliminary form of the Prospectus, including any preliminary prospectus supplement specifically related to the Securities filed with the Commission by the Company with the consent of the Placement Agent.
ii. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus, or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration Statement, such Preliminary Prospectus, or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration...
Registration Matters i. The Company has filed with the Commission a registration statement on Form F-3 (File No. 333-233108) including a related prospectus, for the registration of certain securities (the “Shelf Securities”), including the Ordinary Shares, Warrants, and Ordinary Shares underlying the Warrants and the Placement Agent Securities, under the Securities Act and the rules and regulations thereunder (the “Securities Act Regulations”). The registration statement has been declared effective under the Securities Act by the Commission. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A (“Rule 430A”) or Rule 430B under the Securities Act Regulations (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A or Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus offering the Shelf Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically related to the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Placement Agent by the Company to meet requests of purchasers p...
Registration Matters. The Company has taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act.
Registration Matters. (1) Each of the Company's Subsidiaries required to be registered as a broker-dealer or investment advisor with the SEC, the securities commission or similar authority of any state or any Self-Regulatory Organization are duly registered and such registrations are in full force and effect. Each Company Broker-Dealer Subsidiary is, and at the Effective Time will be, a member in good standing with all required Self-Regulatory Organizations and in compliance with all applicable rules and regulations of the Self-Regulatory Organizations.
(2) The Company has delivered or made available to the Acquiror, true, correct and complete copies of (A) each Company Broker-Dealer Subsidiary's Uniform Application for Broker-Dealer Registration on Form BD (each, "Company Form BD") and (B) each Uniform Application for Investment Adviser Registration filed by the Company or any Subsidiary (each, a "Company Form ADV", and together with Company Form BD, "Company Forms"), all of the Company Forms reflecting all amendments thereto filed with the NASD or the SEC, as the case may be, on or prior to the date hereof. The Company Forms are in compliance with the applicable requirements of the Exchange Act or the Investment Advisers Act, as the case may be and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has provided or made available true and complete copies of all audit reports since December 31, 1996 by the SEC or the NASD regarding the Company or its Subsidiaries. Each director, officer, agent and employee of each Company Broker-Dealer Subsidiary who is required to be registered as a representative, principal or agent with the securities commission of any state or with any Self Regulating Organization is duly registered as such and such registration is in full force and effect. Each registered representative and principal of each Company Broker-Dealer Subsidiary has at least the minimum series license for the activities which such registered representative or principal performs for such Company Broker-Dealer Subsidiary.
(3) The net capital, as such term is defined in Rule 15c3-1 under the Exchange Act, of each Company Broker-Dealer Subsidiary satisfies the minimum net capital requirements of the Exchange Act and of the laws of any jurisdiction in which the Company Broker-Dealer Subsi...
Registration Matters i. The Company has filed with the Commission a registration statement on Form F-1 (File No. 333-[●]) including a related prospectus, for the registration of the Shares, Warrants, and Warrant Shares under the Securities Act and the rules and regulations thereunder (the “Securities Act Regulations”). The registration statement has been declared effective under the Securities Act by the Commission. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A (“Rule 430A”). Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus set forth in the Registration Statement in the form first used to confirm sales of the Shares and Warrants (or in the form first made available to the Placement Agents by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus” and the term “Preliminary Prospectus” means any preliminary form of the Prospectus, specifically related to the Shares and Warrants filed with the Commission by the Company with the consent of the Placement Agents.
Registration Matters. To prepare the Prospectus in a form approved by the Placement Agent and to file such Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the earlier to occur of (x) the Commission’s close of business on the second business day following the execution and delivery of this Agreement and (y) 8:30 a.m. (New York time) on the Closing Date, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the 1933 Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Closing Date which shall be disapproved by the Placement Agent promptly after reasonable notice thereof; to advise the Placement Agent, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Placement Agent with copies thereof; if eligible for such use, to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the 1933 Act; to advise the Placement Agent, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or Prospectus in respect of the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or Prospectus in respect of the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order.
Registration Matters i. The Company has filed with the Commission a registration statement on Form S-1 (File No. 333-280743) including a related prospectus, for the registration of the Shares under the Securities Act and the rules and regulations thereunder (the “Securities Act Regulations”). The registration statement has been declared effective under the Securities Act by the Commission on July 15, 2024. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A (“Rule 430A”). Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus set forth in the Registration Statement in the form first used to confirm sales of the Shares (or in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus” and the term “Preliminary Prospectus” means any preliminary form of the Prospectus, specifically related to the Shares filed with the Commission by the Company with the consent of the Placement Agent.
Registration Matters. Purchaser agrees to file with the SEC, as soon as reasonably practicable following the date the initial Earn-Out Payment that becomes due and payable to Sellers, a re-sale registration statement on Form S-3 (such registration statement, and the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Registration Statement”) under the Securities Act, with respect to all of the Earn-Out Shares that have been issued, may be issuable, or may become issuable to Sellers pursuant to Section 4. Purchaser shall take all commercially reasonable action necessary to cause the Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof with the SEC, and at such time as the Registration Statement is declared effective by the SEC, all restrictions on selling or otherwise disposing of the Earn-Out Shares shall be removed and the Earn-Out Shares (to the extent then outstanding) shall be freely and immediately tradable and free and clear of any and all Encumbrances, subject only to Section 4(f)(iii).
Registration Matters. (a) Subject to its obligation to file such Registration Statement arising pursuant to Section 4(a)(iv)(C) (including without limitation a determination by SMLP in consultation with Stroock that the Interpretive Guidance cannot be obtained), SMLP shall use its reasonable best efforts to prepare and file a registration statement (a “Registration Statement”) with the SEC (on such form as SMLP is eligible to use under the Securities Act) covering resales by the holders of Registrable Securities as selling unitholders of all Registrable Securities (a “Resale Registration”) held by Term Loan Lenders that become Directing Lenders or Transaction Consenting Lenders prior to the expiration of the Solicitation Period and that deliver a completed Questionnaire to SMLP prior to the Questionnaire Deadline (provided that the Registration Statement may be filed prior to the Questionnaire Deadline if SMLP commits to amend the Registration Statement prior to its effectiveness to include all Directing Lenders and Transaction Consenting Lenders as of the expiration of the Solicitation Period and that return completed Questionnaires prior to the Questionnaire Deadline). SMLP shall use its reasonable best efforts to have such Registration Statement declared effective by the SEC by the Outside Date or sooner, if practicable, but no earlier than the first business day following the Questionnaire Deadline. SMLP shall, on the Business Day following the effective date of such Registration Statement, file a final prospectus with the SEC as required by Rule 424 under the Securities Act and furnish such final prospectus to the holders of Registrable Securities. Until the earlier of (i) 6 months following the Closing Date and (ii) the date that all Registrable Securities cease to be Registrable Securities (the “Applicable Period”), SMLP shall use its reasonable best efforts to keep current and effective the Registration Statement and file such supplements or amendments to such Registration Statement as may be necessary or appropriate in order to keep such Registration Statement continuously effective and useable for the resale of all Registrable Securities under the Securities Act. In addition, both during and after the Applicable Period, SMLP shall file in a timely manner its annual report on Form 10-K and its quarterly reports on Form 10-Q until the earliest of (i) 12 months following the Closing Date and (ii) the date that all Registrable Securities cease to be Registrable Securities...
Registration Matters. Each Broker-Dealer Subsidiary is, and at the Effective Time will be, duly registered under the Exchange Act as a broker-dealer with the SEC, and is, and at the Effective Time will be, in compliance with the applicable provisions of the Exchange Act and the applicable rules and regulations thereunder, including, but not limited to the net capital requirements thereof. Each Broker-Dealer Subsidiary is, and at the Effective Time will be, a member in good standing with all required SROs and in compliance with all applicable rules and regulations of the SROs. Each Broker-Dealer Subsidiary is, and at the Effective Time will be, duly registered as a broker- dealer under, and in compliance with, the applicable laws, rules and regulations of all jurisdictions in which it is required to be so registered.
