Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Common Stock (Homology Medicines, Inc.), Common Stock (Evelo Biosciences, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)) or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected in writing thereto within two business days (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the termination of Exchange Act, within the time period prescribed (the determination to file or not to file any amendment or supplement with the Commission under this AgreementSection 7(a) based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 2 contracts
Samples: Sales Agreement (Vericel Corp), Common Stock (Neos Therapeutics, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it such request relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and Agreement; provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing comply with Xxxxx’x request shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided and provided, further, that (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Common Stock Sales Agreement (Invitae Corp), Common Stock (Invitae Corp)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”): (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (information, insofar as it relates to the transactions contemplated hereby), by this Agreement; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus Prospectus, insofar as it relates to the transactions contemplated by this Agreement, that, in Xxxxx’x reasonable opinion, may be necessary or advisable to comply with law in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain make such consent submission to Xxxxx shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Sales Agreement (Albireo Pharma, Inc.), Sales Agreement (Albireo Pharma, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Sales Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain make such consent shall filing will be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Sales Agreement (Aclaris Therapeutics, Inc.), Common Stock (Kempharm, Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information (insofar as it relates related to the transactions contemplated hereby)any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Cxxxx (provided, however, that the failure of Cowen Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Cxxxx within a reasonable period of time before the filing and Cowen Cxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and Agreement, (B) the Company has no obligation to provide Cxxxx any advance copy of such filing or to provide Cxxxx an opportunity to object to such filing if the filing does not name Cxxxx or does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to obtain provide Cxxxx with such consent copy or the filing of such amendment or supplement despite Cxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. .
Appears in 2 contracts
Samples: Sales Agreement (Aduro Biotech, Inc.), Aduro Biotech, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed filed, other than documents incorporated by reference, and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus (in so far as it is related to the Placement Shares or the transaction contemplated hereby) or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, provided further that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Common Stock Sales Agreement (Jounce Therapeutics, Inc.), Common Stock Sales Agreement (Jounce Therapeutics, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the Placement Shares or the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon XX Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen XX Xxxxx (provided, however, that the failure of Cowen XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen XX Xxxxx within a reasonable period of time before the filing and Cowen XX Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 2 contracts
Samples: Sales Agreement (Nautilus Biotechnology, Inc.), Sales Agreement (Nautilus Biotechnology, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Cowen Xxxxxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxxxxxxx within a reasonable period of time before the filing and Cowen Xxxxxxxxxx has not reasonably objected thereto (provided, however, (A) that the failure of Cowen Xxxxxxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) that the Company has no obligation to provide Xxxxxxxxxx any advance copy of such filing or to provide Xxxxxxxxxx an opportunity to object to such filing if such filing does not name Xxxxxxxxxx or does not relate to the transactions contemplated hereunder, and provided, further, (C) that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxxxxxxx shall have with respect to the failure by the Company to obtain provide Xxxxxxxxxx with such consent copy shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 2 contracts
Samples: Market Issuance Sales Agreement (Aeterna Zentaris Inc.), Market Issuance Sales Agreement (Aeterna Zentaris Inc.)
Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Shares is required to be delivered by Cowen Canaccord under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act), (i) the Company will notify Cowen Canaccord promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or and has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Securities Act; (iii) it will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Canaccord’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Canaccord’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Canaccord (provided, however, however that the failure of Cowen Canaccord to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Canaccord’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iiiiv) the Company will not file submit to Canaccord a copy of any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within Prospectus a reasonable period of time before the filing thereof and Cowen has not reasonably objected thereto will afford Canaccord and Canaccord’s counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing; and (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereofv) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company it will furnish to Cowen Canaccord at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into in the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) and the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b424 (b) of the Securities Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and (v) prior to within the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseperiod prescribed.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Arcimoto Inc), Equity Distribution Agreement (Arcimoto Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Ladenburg under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Ladenburg promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Ladenburg’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Ladenburg’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Ladenburg (provided, however, that the failure of Cowen Ladenburg to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Ladenburg’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Ladenburg within a reasonable period of time before the filing and Cowen Ladenburg has not reasonably objected thereto (provided, however, that the failure of Cowen Ladenburg to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Ladenburg’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Ladenburg at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Sales Agreement (Scynexis Inc), Sales Agreement (Scynexis Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares Notes is required to be delivered by Cowen the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen Ladenburg promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Ladenburg’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares Notes by Cowen the Agents (provided, however, that the failure of Cowen Ladenburg to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen the Agents shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares Notes or a security convertible into the Placement Shares Notes (other than an Incorporated Document) unless a copy thereof has been submitted to Cowen Ladenburg within a reasonable period of time before the filing and Cowen Ladenburg has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Ladenburg to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Ladenburg any advance copy of such filing or to provide Ladenburg an opportunity to object to such filing if the filing does not name Ladenburg or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Ladenburg at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 2 contracts
Samples: Ladenburg Thalmann Financial Services (Ladenburg Thalmann Financial Services Inc.), Ladenburg Thalmann Financial Services (Ladenburg Thalmann Financial Services Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by Cowen Xxxxx Fargo Securities under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx Fargo Securities promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that if any such supplement to the failure of Cowen Prospectus does not relate to make such request shall not relieve the Placement Securities and no Placement Notice is pending, the Company may satisfy this Section 7(a)(i) by notifying Xxxxx Fargo Securities, of any obligation or liability hereunder, or affect Xxxxx’x right such supplement to rely the Prospectus no later than the close of business on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make date of first use of such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed)supplement; (iiiii) at any time during which a Placement Notice is pending, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares Securities or a security convertible into the Placement Shares Common Stock unless a copy thereof has been submitted to Cowen Xxxxx Fargo Securities within a reasonable period of time before the filing and Cowen Xxxxx Fargo Securities has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx Fargo Securities at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of (without reliance on Rule 424(b)(8) under the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise).
Appears in 2 contracts
Samples: Equity Distribution Agreement (Equity Lifestyle Properties Inc), Equity Distribution Agreement (Equity Lifestyle Properties Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments no related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information (insofar as it relates related to the transactions contemplated hereby), Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided and provided, further, that (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.
Appears in 2 contracts
Samples: Sales Agreement (Audentes Therapeutics, Inc.), Sales Agreement (Audentes Therapeutics, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Sales Agreement (Scynexis Inc), Sales Agreement (Scynexis Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that (x) the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereofy) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (x) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (y) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and provided, further, that does not relate to the transaction herein and (other than Xxxxx’x right under Section 9 hereofz) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy, to make such filings, or to obtain such consent (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 2 contracts
Samples: Sales Agreement (Annexon, Inc.), Common Stock Sales Agreement (Annexon, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the Shares or the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain make such consent shall filing will be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to the Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that (x) the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (y) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and provideddoes not relate to the transaction herein, further, that and (other than Xxxxx’x right under Section 9 hereofz) the only remedy that Cowen shall have with respect to the failure by the Company to make provide Cowen with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto in writing (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated herebyherein), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Sales Agreement (Invivo Therapeutics Holdings Corp.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it such request relates to the transactions contemplated hereby)) or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make obtain such filing consent shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (information, insofar as it relates to the Placement Shares or the transactions contemplated hereby)by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus Prospectus, insofar as it relates to the Placement Shares or the transactions by this Agreement, that, in Xxxxx’x reasonable opinion, may be necessary or advisable to comply with law in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen shall have with respect to the failure by the Company to obtain provide Cowen with such consent copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Samples: Sales Agreement (AVROBIO, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x MLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen MLV (provided, however, that the failure of Cowen MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen MLV shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen MLV within a reasonable period of time before the filing and Cowen MLV has not reasonably objected thereto (provided, however, that (A) the failure of Cowen MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide MLV any advance copy of such filing or to provide MLV an opportunity to object to such filing if the filing does not name MLV or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen MLV shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Sales Agreement (LIGHTBRIDGE Corp)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen X.X. Xxxxxx under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly X.X. Xxxxxx promptly, and confirm the notice in writing, of the time (A) when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and filed, (B) of the receipt of any comment letter from the Commission, (C) of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information or (insofar as it relates to D) when the transactions contemplated hereby)Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable X.X. Xxxxxx’x request, any amendments or supplements to the Registration Statement or the Prospectus that, in Xxxxx’x X.X. Xxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen X.X. Xxxxxx (provided, however, that the failure of Cowen X.X. Xxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x X.X. Xxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the offering and sale of Placement Shares or a security convertible into the Placement Shares under this Agreement unless a copy thereof has been submitted to Cowen X.X. Xxxxxx within a reasonable period of time before the filing and Cowen X.X. Xxxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen X.X. Xxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x X.X. Xxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen X.X. Xxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to effect the Prospectus, other than documents incorporated by reference, to be filed with the Commission as filings required pursuant to the applicable paragraph of under Rule 424(b) of the Securities Act, and (v) prior including any amendments or supplements to the termination Prospectus, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8) of this Agreementthe Securities Act, the Company will notify Cowen if at determination to file or not file any time amendment or supplement with the Registration Statement Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall no longer be effective as a result of made exclusively by the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: CBL & Associates Properties Inc
Registration Statement Amendments. After the date filing of this Agreement the first Prospectus Supplement relating to the Securities, and during any period in which a Prospectus prospectus relating to any Placement Shares Securities is required to be delivered by Cowen Virtu under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen Virtu promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Virtu’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Virtu’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by Cowen Virtu (provided, however, that the failure of Cowen Virtu to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Virtu’s right to rely on the representations and warranties made by the Company in this Agreement Agreement; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Virtu shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to Cowen Virtu within a reasonable period of time before the filing and Cowen Virtu has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Virtu to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Virtu’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company have no obligation to provide Virtu any advance copy of such filing or to provide Virtu an opportunity to object to such filing if the filing does not name Virtu or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Virtu shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) ), and the Company will furnish to Cowen Virtu at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEDXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the termination of Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made solely by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the Shares or the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and or any Terms Agreement and, provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedor any Terms Agreement, provided further, that (other than Xxxxx’x right under Section 9 hereofB) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement) and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall (other than Xxxxx’x rights under Section 9 hereof), will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain make such consent shall filing (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Samples: Common Stock (23andMe Holding Co.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Cowen Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (in each case in this subclause (i) only insofar as it such amendment or supplement names Cxxxx or relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Cxxxx (provided, however, that the failure of Cowen Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and Agreement; provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to make such filing shall (other than Cxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Cxxxx within a reasonable period of time before the filing and Cowen Cxxxx has not reasonably objected in writing thereto within two (2) Trading Days (provided, however, that the failure of Cowen Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and Agreement; provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to obtain such consent shall (other than Cxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Samples: Sales Agreement (Akouos, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen BTIG under the Securities Act (including in circumstances where such requirement may be satisfied pursuant without regard to Rule the effects of Rules 153, 172 and 173 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Cowen BTIG promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencethe Incorporated Documents, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable BTIG’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x BTIG’s reasonable opinionjudgment, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen BTIG (provided, however, that the failure of Cowen BTIG to make such request shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into (except for the Placement Shares Incorporated Documents) unless a copy thereof has been submitted to Cowen within BTIG a reasonable period of time before the filing and Cowen BTIG has not reasonably objected thereto (provided, however, (A) that the failure of Cowen BTIG to make such objection shall not relieve the Company of any obligation or liability hereunderhereunder and under any Terms Agreement, as applicable, or affect Xxxxx’x BTIG’s right to rely on the representations and warranties made by the Company in this Agreement and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen BTIG shall have with respect to the failure by the Company to obtain make such consent filing, other than any other remedy expressly provided for pursuant to this Agreement, shall be to cease making sales under this Agreement until such amendment or supplement is filed, (B) that, if BTIG objects thereto, BTIG may cease making sales of Placement Shares pursuant to this Agreement and/or may terminate any Terms Agreement and (C) that the Company has no obligation to provide BTIG any advance copy of such filing or to provide BTIG an opportunity to object to such filing if such filing does not name BTIG or does not relate to the transactions contemplated hereunder or under any Terms Agreement); (iv) and the Company will furnish to Cowen BTIG at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Market Sales Agreement (Outlook Therapeutics, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that (x) the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement, (y) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and provideddoes not relate to the transaction herein, further, that and (other than Xxxxx’x right under Section 9 hereofz) the only remedy that Cowen shall have with respect to the failure by the Company to make provide Cowen with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement until such amendment or supplement is filedany Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this or any Terms Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Shares, the Company shall file the ATM Prospectus pursuant to Rule 424(b) relating to the Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it such request relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and Agreement; provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing comply with Xxxxx’x request shall be to cease making sales under this Agreement or any Terms Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided and provided, further, that (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement or any Terms Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Sales Agreement (Invitae Corp)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates related to the transactions contemplated herebythereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that (A) the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and provideddoes not relate to the transactions herein, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy that Cowen shall have with respect to the failure by the Company to make file such amendment or supplement, or to provide Cowen with such copy or the filing of such amendment or supplement despite Xxxxx’x objection, shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, (A) that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and provideddoes not relate to the transactions herein, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy that Cowen shall have with respect to the failure by the Company to obtain file such consent amendment or supplement, or to provide Cowen with such copy or the filing of such amendment or supplement despite Xxxxx’x objection, shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities ActAct (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company), and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the (A) failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Common Stock (Versartis, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Cowen Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Cxxxx’x request, any amendments or supplements to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by Cowen Cxxxx (provided, however, that the failure of Cowen Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Cxxxx within a reasonable period of time before the filing and Cowen Cxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Stock Sales Agreement (Corindus Vascular Robotics, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx any advance copy of such consent shall filing or to make such filing over the objection of Xxxxx (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Sales Agreement (Merus N.V.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and and, provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule) (the “Prospectus Delivery Period”), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement) and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto in writing within two business days (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereofB) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein and (C) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent shall copy or the filing of such amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the termination of Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Common Stock sales Agreement (Corvus Pharmaceuticals, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to the Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by Cowen Cxxxx (provided, however, that the failure of Cowen Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedor any Terms Agreement and, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Cxxxx within a reasonable period of time before the filing and Cowen Cxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement, and provided, further, that (other than Xxxxx’x right under Section 9 hereofB) the Company has no obligation to provide Cxxxx any advance copy of such filing or to provide Cxxxx an opportunity to object to such filing if the filing does not name Cxxxx or does not relate to the Placement Shares and (C) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to obtain provide Cxxxx with such consent copy or the filing or such amendment or supplement despite Cxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections shall be made exclusively by the Company.
Appears in 1 contract
Samples: Sales Agreement (Passage BIO, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it such request relates to the transactions contemplated hereby)) or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing comply with Xxxxx’x request shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under in this Agreement or any Terms Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it such request relates to the transactions contemplated hereby)) or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing comply with Xxxxx’x request shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Cxxxx (provided, however, that the failure of Cowen Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Cxxxx within a reasonable period of time before the filing and Cowen Cxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Sales Agreement (Endocyte Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), the Company (i) the Company will notify Cowen the Agent promptly of the time when any subsequent amendment to the Registration Statement, Statement (other than documents incorporated by reference, reference therein) has been filed with the Commission and/or has become effective effective, or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed filed, and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it information, in each case, that relates to the transactions contemplated hereby)Placement of Placement Shares under this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen the Agent (provided, however, that the failure of Cowen the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, however, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen the Agent shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than documents incorporated by reference therein) unless a copy thereof has been submitted provided to Cowen Agent within a reasonable period of time before the filing and Cowen the Agent has not reasonably objected thereto within two (2) Business Days following its receipt (provided, however, that (A) the failure of Cowen the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x the Agent’s right to rely on the representations and warranties made by the Company in this Agreement Agreement, and (B) the Company has no obligation to provide the Agent with any advance copy of such filing or to provide the Agent an opportunity to object to such filing, if such filing does not name the Agent, does not reference the transactions contemplated hereunder, and does not constitute a supplement to the Prospectus, and provided, further, however, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen the Agent shall have with respect to the failure by the Company to obtain provide the Agent with any advance copy of such consent filing shall be to cease making sales under this Agreement), (iv) and the Company will furnish to Cowen the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated by reference therein, to be filed with the Commission as required pursuant to the Exchange Act, and (v) prior within the time period prescribed. The determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen Xxxxxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Xxxxxxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Xxxxxxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxxxxxxx (provided, however, that the failure of Cowen Xxxxxxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxxxxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxxxxxxx within a reasonable period of time before the filing and Cowen Xxxxxxxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxxxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Xxxxxxxxxx any advance copy of such filing or to provide Xxxxxxxxxx an opportunity to object to such filing if the filing does not name Xxxxxxxxxx or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxxxxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Galectin Therapeutics Inc
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”): (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (information, insofar as it relates to the transactions contemplated hereby), by this Agreement; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus Prospectus, insofar as it relates to the transactions contemplated by this Agreement, that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable to comply with law in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain make such consent submission to Cowen shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior . Prior to the termination initial sale of this Agreementany Placement Shares, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as file a result of the passage of time final ATM Prospectus pursuant to Rule 415 under 424(b) of the Securities Act or otherwiserelating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen JMP under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen JMP promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x JMP’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x JMP’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen JMP (provided, however, that the failure of Cowen JMP to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x JMP’s right to rely on the representations and warranties made by the Company in this Agreement Agreement; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen JMP shall have with respect to the failure by the Company to make such filing shall (other than JMP’s rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen JMP within a reasonable period of time before the filing and Cowen JMP has not reasonably objected thereto (provided, however, that the failure of Cowen JMP to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x JMP’s right to rely on the representations and warranties made by the Company in this Agreement Agreement; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen JMP shall have with respect to the failure by the Company to obtain make such consent shall filing (other than JMP’s rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen JMP at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Baudax Bio, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that (i) the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (ii) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and provideddoes not relate to the transaction herein, further, that and (other than Xxxxx’x right under Section 9 hereofiii) the only remedy Cowen that Xxxxx shall have with respect to the failure by the Company to make provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to during the termination term of this Agreement, the US-DOCS\111349286.7 Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Common Stock Sales Agreement (Allogene Therapeutics, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the Placement Shares or the transactions contemplated hereby), ) or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection to comply with applicable law, including the distribution of the Placement Shares by Cowen Securities Act (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Common Stock (Cti Biopharma Corp)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments or supplements that do not name Xxxxx or do not relate to the transactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the transactions contemplated by this Agreement or for additional information (insofar as it relates related to the transactions contemplated hereby)by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement) and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected in writing thereto within two (2) Trading Days (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen MLV (provided, however, that the failure of Cowen MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen MLV shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen MLV within a reasonable period of time before the filing and Cowen MLV has not reasonably objected thereto (provided, however, that (A) the failure of Cowen MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide MLV any advance copy of such filing or to provide MLV an opportunity to object to such filing if the filing does not name MLV or does not related to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen MLV shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Glowpoint, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or supplements not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)) or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Sales Agreement (Curis Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxxxx Xxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Cowen Xxxxxxx Xxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than Prospectus (except for documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares reference therein) unless a copy thereof has been submitted to Cowen within a reasonable period of time Xxxxxxx Xxxxxxx before the filing and Cowen Xxxxxxx Xxxxxxx has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Cowen Xxxxxxx Xxxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Xxxxxxx Xxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxxxx Xxxxxxx any advance copy of such filing or to provide Xxxxxxx Xxxxxxx an opportunity to object to such filing if such filing does not name Xxxxxxx Xxxxxxx or does not relate to the transactions contemplated by this Agreement, and provided, further, that (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxxxx Xxxxxxx shall have with respect to the failure by the Company to obtain provide Xxxxxxx Xxxxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxxxx Xxxxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxxxx Xxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Microvision, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions transaction contemplated hereby)herein, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that (A) the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx any advanced copy of such filing or provide Xxxxx with an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction contemplated herein, and provided, further, that (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereofB) the only remedy Cowen Xxxxx shall have with respect to the failure by to provide Xxxxx with such copy or the Company to obtain filing of such consent shall amendment or supplement despite Xxxxx’x objection will be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities ActAct (the determination to file or not to file any amendment or supplement with the Commission under this Section 7(a), and (v) prior to based on Company’s reasonable opinion or reasonable objection, shall be made exclusively by the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Common Stock (Antares Pharma, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen XX Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon XX Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen XX Xxxxx (provided, however, that the failure of Cowen XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen XX Xxxxx shall have with respect to the failure by the Company to make such a filing (other than XX Xxxxx’x rights under Section 9 hereof) shall be by to cease making sales under this Agreement until such amendment or supplement is filed)); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen XX Xxxxx within a reasonable period of time before the filing and Cowen XX Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide XX Xxxxx any advance copy of such filing or to provide XX Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and provideddoes not relate to the transactions herein, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen that Xxxxx shall have with respect to the failure by the Company to obtain provide XX Xxxxx with such consent copy or the filing of such amendment or supplement despite XX Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or the Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Samples: Olema Pharmaceuticals, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x the Agents’ reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen the Agents (provided, however, that the failure of Cowen the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen the Agents shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to Cowen the Agents within a reasonable period of time before the filing and Cowen has the Agents have not reasonably objected thereto (provided, however, that (A) the failure of Cowen the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Bitdeer Technologies Group
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments or supplements that do not name Cowen and do not relate to, or which would not reasonably be expected to have a material impact on, the transactions contemplated by this Agreement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates other than amendments, supplements or requests that do not relate to the transactions contemplated hereby)by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that (A) the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement; (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the transaction herein provided, further, ; and (C) that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall (other than Cxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected in writing thereto within two business days (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the transaction herein provided; provided, further, further that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain make such consent shall filing (other than Cxxxx’x rights under Section 9 hereof) will be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior or in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the termination Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Prior to the initial sale of this Agreementany Placement Shares, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as file a result of the passage of time final prospectus pursuant to Rule 415 under 424(b) relating to the Securities Act or otherwisePlacement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement (insofar as it relates to the transactions contemplated hereby) or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of under the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x right under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto in writing within two business days (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and provided, further, that does not relate to the transaction herein and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to provide Xxxxx with such copy, to make such filings or to obtain such consent (other than Xxxxx’x right under Section 9 hereof) shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Alpine Immune Sciences, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxxxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxxxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Xxxxxxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Xxxxxxxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxxxxxxx (provided, however, that the failure of Cowen Xxxxxxxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxxxxxxx within a reasonable period of time before the filing and Cowen Xxxxxxxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxxxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Xxxxxxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxxxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen Leerink under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), Act or similar rule) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen Leerink promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments or supplements not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Leerink’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Leerink’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Leerink (provided, however, that the failure of Cowen Leerink to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Leerink’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Leerink shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Leerink within a reasonable period of time before the filing and Cowen Leerink has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Cowen Leerink to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Leerink’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide Leerink any advance copy of such filing or to provide Leerink an opportunity to object to such filing if the filing does not name Leerink or does not relate to the transactions contemplated by this Agreement; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Leerink shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Leerink at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Cxxxx (provided, however, that the failure of Cowen Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to make obtain such filing consent shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Cxxxx within a reasonable period of time before the filing and Cowen Cxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares within two (2) Trading Days of the initial sale of any Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Cxxxx (provided, however, that (A) the failure of Cowen Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that (other than Xxxxx’x right under Section 9 hereofB) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to make such filing shall (other than Cxxxx’x right under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Cxxxx within a reasonable period of time before the filing and Cowen Cxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereofB) the only remedy Cowen Cxxxx shall have with respect to the failure by to provide Cxxxx with such copy or the Company to obtain filing of such consent shall amendment or supplement despite Cxxxx’x objection (other than Cxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that (x) the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (y) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing did not name Cowen and provideddoes not relate to the transaction herein, further, that and (other than Xxxxx’x right under Section 9 hereofz) the only remedy that Cowen shall have with respect to the failure by the Company to make provide Cowen with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Sales Agreement (Allakos Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen B. Xxxxx FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen B. Xxxxx FBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable B. Xxxxx FBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen B. Xxxxx FBR (provided, however, that the failure of Cowen B. Xxxxx FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x B. Xxxxx FBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen B. Xxxxx FBR shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to Cowen B. Xxxxx FBR within a reasonable period of time before the filing and Cowen B. Xxxxx FBR has not reasonably objected thereto (provided, however, that (A) the failure of Cowen B. Xxxxx FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x B. Xxxxx FBR’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide B. Xxxxx FBR any advance copy of such filing or to provide B. Xxxxx FBR an opportunity to object to such filing if the filing does not name B. Xxxxx FBR or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen B. Xxxxx FBR shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen B. Xxxxx FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseor, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.
Appears in 1 contract
Samples: Monmouth Real Estate Investment Corp
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares Securities is required to be delivered by Cowen Xxxxxxx Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act172), (i) the Company will notify Cowen Xxxxxxx Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), information; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxxxx Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxxxx Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares Securities by Cowen Xxxxxxx Xxxxx (provided, however, that the failure of Cowen Xxxxxxx Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares Securities or a security convertible into the Placement Shares Securities unless a copy thereof has been submitted to Cowen Xxxxxxx Xxxxx within a reasonable period of time before the filing and Cowen Xxxxxxx Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxxxx Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxxxx Xxxxx’x right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement Agreement); and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to without reliance on Rule 415 under the Securities Act or otherwise424(b)(8)).
Appears in 1 contract
Samples: Equity Distribution Agreement (Aimco Properties Lp)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen MLV under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly MLV promptly, and confirm the notice in writing, of the time when (A) any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and filed, (B) of the receipt of any comments from the Commission, (C) of any request by the Commission for any amendment or supplement to the Registration Statement Statement, Prospectus or Prospectus any document incorporated by reference therein or for additional information and (insofar as it relates to D) the transactions contemplated hereby)Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x MLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen MLV (provided, however, that the failure of Cowen MLV to make such request shall not relieve the Company or the Operating Partnership of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen MLV within a reasonable period of time before the filing and Cowen MLV has not reasonably objected thereto (provided, however, that the failure of Cowen MLV to make such objection shall not relieve the Company or the Operating Partnership of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company and the Operating Partnership in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to effect the Prospectus, other than documents incorporated by reference, to be filed with the Commission as filings required pursuant to the applicable paragraph of under Rule 424(b) of the Securities Act, and (v) prior including any amendments or supplements to the termination of this AgreementProspectus, in the Company will notify Cowen if at any manner and within the time the Registration Statement shall no longer be effective as a result period required by Rule 424(b) (without reliance on Rule 424(b)(8) of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseAct).
Appears in 1 contract
Samples: CapLease, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedany Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and or any Terms Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen or does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen shall have with respect to the failure by the Company to obtain provide Cowen with such consent copy or the filing of such amendment or supplement despite Cxxxx’x objection shall be to cease making sales under this Agreement); (iv) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; (ivv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); and (vvi) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that (x) the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement, (y) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and provideddoes not relate to the transaction herein, further, that and (other than Xxxxx’x right under Section 9 hereofz) the only remedy Cowen that Xxxxx shall have with respect to the failure by the Company to make provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement until such amendment or supplement is filedany Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this or any Terms Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that (A) the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement), (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and provided, further, that does not relate to the transactions herein and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall (other than Xxxxx’x right under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto in writing within two business days (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and provideddoes not relate to the transaction herein, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen shall have with respect to the failure by to provide Cowen with such copy or the Company to obtain filing of such consent shall amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Common Stock (Cue Health Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the Placement Shares or the transactions contemplated hereby)by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus Prospectus, insofar as it relates to the Placement Shares or the transactions by this Agreement, that, in Xxxxx’x reasonable opinion, may be necessary or advisable to comply with law in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen shall have with respect to the failure by the Company to obtain provide Cowen with such consent copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Samples: Sales Agreement (2seventy Bio, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen FBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable FBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x FBR’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen FBR (provided, however, that the failure of Cowen FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x FBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen FBR shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen FBR within a reasonable period of time before the filing and Cowen FBR has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of Cowen FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x FBR’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide FBR any advance copy of such filing or to provide FBR an opportunity to object to such filing if the filing does not name FBR or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen FBR shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Actinium Pharmaceuticals, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x MLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen MLV (provided, however, that the failure of Cowen MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen MLV shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); and (iii) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company). Notwithstanding the foregoing, the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen MLV within a reasonable period of time before the filing and Cowen MLV has not reasonably and in good faith objected thereto (provided, however, that (A) the failure of Cowen MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide MLV any advance copy of such filing or to provide MLV an opportunity to object to such filing if the filing does not name MLV or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen MLV shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseEXXXX.
Appears in 1 contract
Samples: Kingold Jewelry, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement) and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain make such consent shall filing (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable to comply with applicable law in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement) and, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected in writing thereto (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen or does not relate to the transaction herein provided and provided, further, that (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen shall have with respect to the failure by the Company to obtain provide Cowen with such consent copy or the filing or such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections shall be made exclusively by the Company. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen XX Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen XX Xxxxx promptly of the time when any subsequent amendment to the ADS Registration Statement or the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon XX Xxxxx’x reasonable request, any amendments or supplements to the ADS Registration Statement, the Registration Statement or Prospectus that, in XX Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen XX Xxxxx (provided, however, that the failure of Cowen XX Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the ADS Registration Statement, the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen XX Xxxxx within a reasonable period of time before the filing and Cowen XX Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen XX Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect XX Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide XX Xxxxx any advance copy of such filing or to provide XX Xxxxx an opportunity to object to such filing if the filing does not name XX Xxxxx and provideddoes not relate to the transactions herein, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen that XX Xxxxx shall have with respect to the failure by the Company to obtain provide XX Xxxxx with such consent copy or the filing of such amendment or supplement despite XX Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen XX Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the ADS Registration Statement, the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to during the termination term of this Agreement, the Company will notify Cowen XX Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Samples: Exscientia PLC
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than a supplement relating to an offering of the Company’s securities which is unrelated to the offering of the Common Stock hereunder) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)) or Prospectus or for additional information related to the foregoing, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinionopinion upon the advice of counsel, may be are necessary or advisable in connection to comply with applicable law, including the distribution of the Placement Shares by Cowen Securities Act (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing (other than Cxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto in writing within two business days (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and provided, further, that does not relate to the transaction herein and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen shall have with respect to the failure by the Company to provide Cowen with such copy, to make such filings, or to obtain such consent (other than Cxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Samples: Unity Biotechnology, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen B. Xxxxx FBR under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen B. Xxxxx FBR promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable B. Xxxxx FBR’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen B. Xxxxx FBR (provided, however, that the failure of Cowen B. Xxxxx FBR to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x B. Xxxxx FBR’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen B. Xxxxx FBR shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to Cowen B. Xxxxx FBR within a reasonable period of time before the filing and Cowen B. Xxxxx FBR has not reasonably objected thereto (provided, however, that (A) the failure of Cowen B. Xxxxx FBR to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x B. Xxxxx FBR’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide B. Xxxxx FBR any advance copy of such filing or to provide B. Xxxxx FBR an opportunity to object to such filing if the filing does not name B. Xxxxx FBR or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen B. Xxxxx FBR shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen B. Xxxxx FBR at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and (v) prior to within the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseperiod prescribed.
Appears in 1 contract
Samples: Monmouth Real Estate Investment Corp
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), ; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and and, provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement; and provided, further, that (other than Xxxxx’x right under Section 9 hereofB) the only remedy Cowen Xxxxx shall have with respect to the failure by to provide Xxxxx with such copy or the Company to obtain filing of such consent shall amendment or supplement despite Xxxxx’x objection will be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities ActAct within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a) based on the Company’s reasonable opinion or reasonable objections, and (v) prior to shall be made exclusively by the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any the period in which a Prospectus prospectus relating to any the Placement Shares is required to be delivered by Cowen Xxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) under the Securities Act), (i) the Company will notify Cowen Cantor promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, Statement has been filed with the Commission and/or and has become effective (each, a “Registration Statement Amendment Date”) or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Securities Act; (iii) it will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Xxxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Xxxxxx’x reasonable opinionopinion based upon the advice of counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxxx (provided, however, that the failure of Cowen Cantor to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Xxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); and (iiiiv) the Company will not file submit to Cantor a copy of any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within Prospectus a reasonable period of time before the filing thereof and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen will afford Cantor and Cantor’s counsel a reasonable opportunity to make comment on any such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right proposed filing prior to rely on the representations such proposed filing; and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and (v) prior to within the termination of this Agreement, time period prescribed; provided that the Company will notify Cowen has no obligation to provide Cantor any advance copy of such filing or to provide Cantor an opportunity to comment on such filing if at any time such filing does not name Xxxxxx and does not reference the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwisetransactions contemplated hereby.
Appears in 1 contract
Samples: Oramed Pharmaceuticals Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 promulgated under the Securities ActAct or similar rule), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that (A) the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, and provided, further, that (B) the only remedy Xxxxx shall have with respect to the failure to make such filing (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereofB) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided and (C) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 promulgated under the Securities Act or otherwise. The determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration StatementStatement of which the Prospectus is a part, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or the Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of such amendment or supplement to the Registration Statement or Prospectus or any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than 122817078 v5 documents incorporated by referencereference or amendments not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information (insofar as it relates related to the transactions contemplated hereby)any Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Threshold Pharmaceuticals Inc
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement Shares or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement Shares, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable the Agents’ request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinionupon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen the Agents (provided, however, that the failure of Cowen the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen the Agents shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, (other than documents incorporated by reference, an amendment or supplement relating to an offering of the Company’s securities which is unrelated to the offering of Placement Shares) or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to Cowen the Agents within a reasonable period of time before the filing and Cowen has the Agents have not reasonably objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Cowen the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity to object to such filing if the filing does not name the Agents or does not relate to the transactions herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen the Agents shall have with respect to the failure by the Company to provide the Agents with such copy or obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Sales Agreement (Sono Group N.V.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (information, insofar as it relates to the Placement Shares or the transactions contemplated hereby)by this Agreement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus Prospectus, insofar as it relates to the Placement Shares or the transactions contemplated by this Agreement, that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right rights under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected in writing thereto (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and provideddoes not relate to the Placement Shares or the transactions contemplated by this Agreement, further, that and (C) other than Xxxxx’x right rights under Section 9 hereof) , the only remedy Cowen shall have with respect to the failure by the Company to obtain provide Cowen with such consent copy of the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Common Stock (IO Biotech, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Common Stock (Achaogen Inc)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus related to the Placement Shares has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)) or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided and provided, further, that (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; , and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable Cxxxx’x request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Cxxxx (provided, however, that (x) the failure of Cowen Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement, (y) the Company has no obligation to provide Cxxxx any advance copy of such filing or to provide Cxxxx an opportunity to object to such filing if the filing did not name Cxxxx and provideddoes not relate to the transaction herein, further, that and (other than Xxxxx’x right under Section 9 hereofz) the only remedy Cowen that Cxxxx shall have with respect to the failure by the Company to make provide Cxxxx with such copy or the filing of such amendment or supplement despite Cxxxx’x objection shall be to cease making sales under this Agreement until such amendment or supplement is filedany Terms Agreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Cxxxx within a reasonable period of time before the filing and Cowen Cxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this or any Terms Agreement) and the Company will furnish to Cowen Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Sales Agreement (Allakos Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file the ATM Prospectus pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (in each case of this subclause (i), only insofar as it such amendment or supplement relates to the Shares or the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, or any Terms Agreement; provided further that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected in writing thereto within two (2) Trading Days (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedor any Terms Agreement, further, provided further that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Sales Agreement (Generation Bio Co.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedAgreement), further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto within two (2) Business Days (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen shall have with respect to the failure by the Company to obtain provide Cowen with such consent advance copy or the filing of such amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; , (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
Samples: Sales Agreement (Romeo Power, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares ADSs is required to be delivered by Cowen Aegis under the Securities Act (including in circumstances where when such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ): (i) the Company will notify Cowen Aegis promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission SEC and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission SEC for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), information; (ii) the Company will prepare and file with the CommissionSEC, promptly upon Xxxxx’x Aegis’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Aegis’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares ADSs by Cowen Aegis (provided, however, that the failure of Cowen Aegis to make such request shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Aegis’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall Aegis will have with respect to respecting the failure by the Company to make such filing shall will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares ADSs unless a copy thereof has been submitted to Cowen Aegis within a reasonable period of time before the filing and Cowen Aegis has not reasonably objected thereto within two (2 Business Days (provided, however, that the failure of Cowen Aegis to make such objection shall will not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Aegis’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall Aegis will have with respect to respecting the failure by the Company to obtain provide Aegis with such consent shall copy will be to cease making sales under this Agreement) and the Company will furnish to Cowen Aegis at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission SEC as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the SEC as required pursuant to the Exchange Act, and within the period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of SEC under this AgreementSection 7(a), based on the Company Company’s reasonable opinion or reasonable objections, will notify Cowen if at any time be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: Medigus Ltd.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the Placement Shares or the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall (other than Xxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain provide Cowen with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Samples: Sales Agreement (DermTech, Inc.)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus prospectus relating to any Placement Shares is required to be delivered by Cowen MLV under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), ) (the “Prospectus Delivery Period”) (i) the Company will notify Cowen MLV promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable MLV’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x MLV’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen MLV (provided, however, that the failure of Cowen MLV to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen MLV shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen MLV within a reasonable period of time two Business Days before the filing and Cowen MLV has not reasonably and in good faith objected thereto within the two Business Day period (provided, however, that (A) the failure of Cowen MLV to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x MLV’s right to rely on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide MLV any advance copy of such filing or to provide MLV an opportunity to object to such filing if the filing does not name MLV or does not relate to the transaction herein provided; and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen MLV shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen MLV at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, and within the time period prescribed (v) prior the determination to file or not file any amendment or supplement with the termination of Commission under this AgreementSection 7(a), based on the Company will notify Cowen if at any time Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwiseCompany).
Appears in 1 contract
Samples: InspireMD, Inc.
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Cxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities ActAct or similar rule), (i) the Company will notify Cowen Cxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus Prospectus, other than documents incorporated by reference, has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x Cxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x Cxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Cxxxx (provided, however, that the failure of Cowen Cxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement or any Terms Agreement) and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to make such filing shall (other than Cxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Cxxxx within a reasonable period of time before the filing and Cowen Cxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Cxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Cxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Cxxxx shall have with respect to the failure by the Company to obtain make such consent shall filing (other than Cxxxx’x rights under Section 9 hereof) will be to cease making sales under this Agreement) and the Company will furnish to Cowen Cxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXEXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen Cxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act Act, due to the Company no longer qualifying as a “well-known seasoned issuer” pursuant to Rule 405 and Form S-3 or otherwise.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of EAST\42430474.3 #90596650v4 Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time Xxxxx promptly upon the Registration Statement shall no longer be effective Company becoming an “ineligible issuer,” as a result defined in Rule 405 of the passage rules and regulations of time pursuant to Rule 415 under the Securities Act or otherwiseCommission.
Appears in 1 contract
Samples: Achaogen Inc
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) insofar as it relates to the transactions contemplated hereby, the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this AgreementAgreement until such amendment or supplement is filed) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that (x) the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and Agreement; provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected in writing thereto within two (2) Trading Days (provided, however, that (A) the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement; (B) the Company has no obligation to provide Cowen any advance copy of such filing or to provide Cowen an opportunity to object to such filing if the filing does not name Cowen and provided, further, does not relate to the transaction herein; and (C) that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain provide such consent a copy (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this AgreementAgreement until such consent is obtained) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus or Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that (A) the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and provideddoes not relate to the transactions herein, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen that Xxxxx shall have with respect to the failure by the Company to make provide Xxxxx with such copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected in writing thereto within two (2) Business Days (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx and does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to during the termination term of this Agreement, the Company will notify Cowen Xxxxx if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final ATM Prospectus pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or prospectus supplements unrelated to the Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby)information, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and providedand, provided further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to obtain such consent (other than Xxxxx’x rights under Section 9 hereof) shall be to cease making sales under this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, ; and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement Shares.
Appears in 1 contract
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx-Xxxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) other than the Prospectus Supplement Suspension Period (as defined below) (the “Prospectus Delivery Period”), (i) the Company will notify Cowen Xxxxx-Xxxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference and amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus Prospectus, in either case related to the Placement, or for additional information (insofar as it relates related to the transactions contemplated hereby)Placement, (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (except for documents incorporated by reference therein) unless a copy thereof has been submitted to Cowen within a reasonable period of time Xxxxx-Xxxxxx before the filing and Cowen Xxxxx-Xxxxxx has not reasonably and in good faith objected thereto within two Business Days of receiving such copy (provided, however, that (A) the failure of Cowen Xxxxx-Xxxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x Xxxxx-Xxxxxx’x right to rely on the representations and warranties made by the Company in this Agreement Agreement, (B) the Company has no obligation to provide Xxxxx-Xxxxxx any advance copy of such filing or to provide Xxxxx-Xxxxxx an opportunity to object to such filing if such filing does not name Xxxxx-Xxxxxx or does not relate to the transactions contemplated by this Agreement, and provided, further, that (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx-Xxxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx-Xxxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx-Xxxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx-Xxxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXX; (iviii) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company); (iv) the Company will furnish to Xxxxx-Xxxxxx a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which Xxxxx-Xxxxxx reasonably objects; and (v) prior not to the termination of this Agreement, take any action that would result in Xxxxx-Xxxxxx or the Company will notify Cowen if at any time being required to file with the Registration Statement shall no longer be effective as a result of the passage of time Commission pursuant to Rule 415 433(d) under the Securities Act a free writing prospectus prepared by or otherwiseon behalf of Xxxxx-Xxxxxx that Xxxxx-Xxxxxx otherwise would not have been required to file thereunder.
Appears in 1 contract
Samples: Airgain Inc
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen Xxxxx under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify Cowen Xxxxx promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by referencereference or amendments not related to any Placement Shares, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to any Placement Shares or for additional information (insofar as it relates related to the transactions contemplated hereby), any Placement Shares; (ii) the Company will prepare and file with the Commission, promptly upon Xxxxx’x reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in Xxxxx’x reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen Xxxxx (provided, however, that the failure of Cowen Xxxxx to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that (other than Xxxxx’x right under Section 9 hereof) the only remedy Cowen shall have with respect to the failure by the Company to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filedAgreement); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen Xxxxx within a reasonable period of time before the filing and Cowen Xxxxx has not reasonably objected thereto (provided, however, that (A) the failure of Cowen Xxxxx to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Xxxxx’x right to rely on the representations and warranties made by the Company in this Agreement and Agreement, (B) the Company has no obligation to provide Xxxxx any advance copy of such filing or to provide Xxxxx an opportunity to object to such filing if the filing does not name Xxxxx or does not relate to the transaction herein provided, further, that and (other than Xxxxx’x right under Section 9 hereofC) the only remedy Cowen Xxxxx shall have with respect to the failure by the Company to obtain provide Xxxxx with such consent copy or the filing of such amendment or supplement despite Xxxxx’x objection shall be to cease making sales under this Agreement) and the Company will furnish to Cowen Xxxxx at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via XXXXXIDEA; and (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act, and (v) prior to the termination of this Agreement, the Company will notify Cowen if at any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise.
Appears in 1 contract
