Common use of Registration Statement Clause in Contracts

Registration Statement. The Bank has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567), including a prospectus, relating to the Underlying Shares and the ADSs. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; as used herein, “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. If the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” shall be deemed to include the Rule 462 Registration Statement. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 (the “Applicable Time”), the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.

Appears in 2 contracts

Samples: National Commercial Bank Jamaica LTD, National Commercial Bank Jamaica LTD

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Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567211568), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each the prospectus dated July 26, 2016 included in such registration statement (that omits Rule 430 Information and any amendments thereto) before effectiveness, any the preliminary prospectus supplement filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act on August 18, 2016, and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If Any reference in this Underwriting Agreement (this “Agreement”) to the Bank has Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed an abbreviated after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. The registration statement filed on August 19, 2016 pursuant to Rule 462(b) under the Securities Act (is herein called the “Rule 462 462(b) Registration Statement”), then any reference herein to ” and the term “Registration Statement” shall be deemed to include the Rule 462 462(b) Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Shares were first made (the “Applicable Time”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]August 18, 2013; 2016 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Jones Energy, Inc.), Jones Energy, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567166710), including a prospectus, relating to securities to be issued from time to time by the Underlying Shares and Company, including, the ADSsNotes. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each any preliminary prospectus included in such registration statement (supplement specifically relating to the Notes and any amendments thereto) before effectiveness, any prospectus the Guarantees filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsNotes. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. At or prior Any reference in this Agreement to [•] [A/P].M. (New York City time) on February [•]the Registration Statement, 2013 (the “Applicable Time”), the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a any Preliminary Prospectus dated January [•], 2013; or the Prospectus shall be deemed to refer to and each “free writing prospectus” (as defined include the documents incorporated by reference therein pursuant to Rule 405 Item 12 of Form S-3 under the Securities Act), if anyas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, listed on Annex B heretoas the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Omnicare Inc), Omnicare Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a ) an “automatic shelf registration statement statement” (as defined in Rule 405 under the Securities Act) on Form F-1 S-3 (File No. 333-181567263753), including a prospectusbase prospectus (the “Base Prospectus”), relating to certain securities, including the Underlying Shares Shares, and such registration statement became effective upon filing in accordance with Rule 462(e) under the ADSsSecurities Act. Such registration statement, as amended at by any post-effective amendments thereto as of the time it became effectivedate of this Agreement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or supplement with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Pricing Disclosure Package (as defined below). At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively collectively, with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus Prospectus, dated January [•]May 15, 2013; 2024 and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act)) listed on Annex A hereto, if any, listed on Annex B hereto.

Appears in 2 contracts

Samples: Civitas Resources, Inc., Canada Pension Plan Investment Board

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567333- 264674), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be , and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]June 21, 2013; 2023, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 2 contracts

Samples: Gulfport Energy Corp, Silver Point Capital L.P.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567274367), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included or incorporated by reference in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]September 6, 2013; 2023 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 2 contracts

Samples: LEGALZOOM.COM, Inc., LEGALZOOM.COM, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a an automatic shelf registration statement statement, as defined in Rule 405 of the Securities Act, on Form F-1 S-3 (File No. 333-181567), 159479) including a prospectusbase prospectus (the “Base Prospectus”), relating to various securities to be issued from time to time by the Underlying Shares and Company, including the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (the Base Prospectus and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]May 26, 2013; 2009, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretoSchedule IIA hereto as constituting part of the Time of Sale Information.

Appears in 2 contracts

Samples: Allegheny Technologies Inc, Allegheny Technologies Inc

Registration Statement. The Bank A registration statement of the Company on Form S-1 (File No. 333-[●]) (including all amendments thereto filed before the execution of this Agreement, the “Initial Registration Statement”) in respect of the Public Units, Public Shares and Public Warrants has prepared and been filed with the U.S. Securities Commission. The Initial Registration Statement and Exchange any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission (in such form and meet the “Commission”) under requirements of the U.S. Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations of the Commission thereunder (collectively, the “Securities ActRules and Regulations”). Other than (i) the Initial Registration Statement, (ii) a registration statement on Form F-1 (File No. 333-181567), including a prospectus, relating to the Underlying Shares and the ADSs. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under increasing the Securities Act to be part thereof at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; as used herein, “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales size of the ADSs. If the Bank has offering filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (the a “Rule 462 462(b) Registration Statement”), (iii) any Preliminary Prospectus (as defined below), (iv) the Exchange Act Registration Statement (as defined below) and (v) the Prospectus contemplated by this Agreement to be filed pursuant to Rule 424(b) under the Securities Act in accordance with Section 4(i)(a) hereof, no other document with respect to the offer and sale of the Public Units, Public Shares or Public Warrants has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement at the time it became effective or filed with the Commission pursuant to Rule 424 under the Securities Act is hereinafter called a “Preliminary Prospectus”). The Initial Registration Statement, including all exhibits thereto and including the information contained in the Prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it became effective for purposes of Section 11 of the Securities Act (the “Effective Time”), as such section applies to the respective Underwriters, is hereinafter collectively called the “Registration Statement.” If the Company files a Rule 462(b) Registration Statement which becomes effective prior to the Closing Date, then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 462(b) Registration Statement. At or prior to [•] [A/P].M. (New York City time) on February [•]The final prospectus, 2013 (in the “Applicable Time”), the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined form filed pursuant to and within the time limits described in Rule 405 424(b) under the Securities Act), if any, listed on Annex B heretois hereinafter called the “Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (ION Acquisition Corp 1 Ltd.), Underwriting Agreement (ION Acquisition Corp 1 Ltd.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567220765), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively collectively, with the pricing information set forth on Annex A heretohereof, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]October 2, 2013; 2017 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Tronox LTD), Underwriting Agreement (Exxaro Resources LTD)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-1 (File No. 333-181567275004), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•[ · ], 2013; 2024 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 2 contracts

Samples: Waystar Holding Corp., Waystar Holding Corp.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567), 123822) including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C 430A under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 430A Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of confirm sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. At or prior Any reference in this Agreement to [•] [A/P].M. (New York City time) on February [•]the Registration Statement, 2013 (the “Applicable Time”), the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a any Preliminary Prospectus dated January [•], 2013; or the Prospectus shall be deemed to refer to and each “free writing prospectus” (as defined include the documents incorporated by reference therein pursuant to Rule 405 Item 12 of Form S-3 under the Securities Act), if anyas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, listed on Annex B heretoas the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

Appears in 2 contracts

Samples: Central European Media Enterprises LTD, Central European Media Enterprises LTD

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567268666), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]December 8, 2013; 2022 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 2 contracts

Samples: Chart Industries Inc, Chart Industries Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567161404), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]November 10, 2013; 2010, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 2 contracts

Samples: Watson Pharmaceuticals Inc, Quiver Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567), 121937) including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Shares were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoreferred to in the next succeeding sentence, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]March 9, 2013; and each “free writing prospectus” 2005 (as defined pursuant amended to Rule 405 under the Securities Act), if any, Time of Sale) and the information listed on Annex B C hereto. If, subsequent to the date of this Agreement, the Company and the Underwriter have determined that such Time of Sale Information included an untrue statement of a material fact or omitted a statement of material fact necessary to make the information therein, in the light of the circumstances under which it was made, not misleading and have agreed to provide an opportunity to purchasers of the Shares to terminate their old purchase contracts and enter into new purchase contracts, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry into the first such new purchase contract.

Appears in 2 contracts

Samples: Universal Compression (Weatherford International LTD), Universal Compression Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a an automatically effective shelf registration statement on Form F-1 S-3ASR (File No. 333-181567212916), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 Registration Statement. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 (the “Applicable Time”), the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined documents incorporated by reference therein pursuant to Rule 405 Item 12 of Form S-3 under the Securities Act), if anyas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, listed on Annex B heretoas the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

Appears in 2 contracts

Samples: Synovus Financial Corp, Synovus Financial Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567163275), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenesseffectiveness and furnished by the Company to the Underwriters for distribution in connection with the offering of the Shares, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; 2010 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Ironwood Pharmaceuticals Inc), Underwriting Agreement (Ironwood Pharmaceuticals Inc)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567), 256963) including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]June 10, 2013; 2021, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 2 contracts

Samples: Underwriting Agreement (Cheesecake Factory Inc), Cheesecake Factory Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567153092), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; effectiveness, and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]May 18, 2013; and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto2009.

Appears in 2 contracts

Samples: Sirona Dental (Sirona Dental Systems, Inc.), Sirona Dental (Sirona Dental Systems, Inc.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567175649), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (4:00 p.m. New York City time) Time on February [•]September 10, 2013 2012 (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): information: a Preliminary Prospectus dated January [•]September 10, 2013; 2012, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretoB-1 hereto as constituting part of the Time of Sale Information (collectively, the “Time of Sale Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Walgreen Co)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567), 165981) including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act, any prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]May 5, 2013; 2010, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 1 contract

Samples: Immunogen Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a an automatic shelf registration statement on Form F-1 S-3 (File No. 333-181567), 185042) including a prospectus, relating to for the Underlying Shares and registration under the ADSsSecurities Act of the Securities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers the Underwriters pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (3:00 p.m., New York City time) , on February [•]July 17, 2013 2014 (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a the Preliminary Prospectus dated January [•]July17, 2013; 2014, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretoA hereto as constituting part of the Time of Sale Information.

Appears in 1 contract

Samples: Comerica Inc /New/

Registration Statement. The Bank has Issuers and MPT have prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567190543), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) or 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank has Issuers and MPT have filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Issuers and MPT had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]February 17, 2013; 2016 relating to the Securities and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: MPT Operating Partnership, L.P.

Registration Statement. The Bank has Company and the Guarantors have prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567144496), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]November 2, 2013; 2007, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretohereto as constituting part of the Time of Sale Information.

Appears in 1 contract

Samples: McMoran Exploration Co /De/

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-132427) including the related preliminary prospectus or prospectuses covering the registration of the Shares under the U.S. Securities Act of 1933, as amendedamended (the “Securities Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567), including a prospectus, relating to the Underlying Shares and the ADSs. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; as used herein, “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. If the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 462 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments, the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement”), then any reference .” Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including any documents incorporated by reference therein, in the form first furnished to the Underwriter for use in connection with the offering of the Shares is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the Rule 462 copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referred to” or “stated” in the Registration Statement. At , any preliminary prospectus or prior the Prospectus (or other references of like import) shall be deemed to [•] [A/P].M. (New York City time) on February [•]mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, 2013 (any preliminary prospectus or the “Applicable Time”)Prospectus, as the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B heretocase may be.

Appears in 1 contract

Samples: Underwriting Agreement (Home Bancshares Inc)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a an automatic shelf registration statement on Form F-1 S-3 (File No. 333-181567239060), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) 3:05 p.m. on February [•]June 12, 2013 2020, the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]June 12, 2013; 2020 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Amcor PLC

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567233434), including a prospectusrelated prospectus or prospectuses, relating to shares of common stock of the Underlying Shares and Company, including the ADSsShares, to be issued from time to time by the Company. Such registration statement, as amended amended, at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; Information (the “Base Prospectus”) and as used hereinthe prospectus supplement dated June 24, 2020 thereto relating to the Shares, and the term “Prospectus” means the Base Prospectus and the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]June 24, 2013; 2020 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: NantKwest, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form F-1 S-3 (File No. 333-181567167135), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Base Prospectus" means the base prospectus in the form in which it has most recently been filed with the Commission and declared effective on or prior to the date of this Agreement, the term "Preliminary Prospectus" means each the Base Prospectus and the preliminary prospectus included in such registration statement (and any amendments thereto) before effectivenesssupplement dated November 4, any prospectus 2010 filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act that omits the Rule 430 Information, and the term "Prospectus" means the Base Prospectus and the final prospectus supplement to be filed with the Commission pursuant to Rule 424(b) under the Securities Act and used by the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used Underwriters (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include the such Rule 462 Registration Statement. At or prior Any reference in this Agreement to [•] [A/P].M. (New York City time) on February [•]the Registration Statement, 2013 (the “Applicable Time”), the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a any Preliminary Prospectus dated January [•], 2013; or the Prospectus shall be deemed to refer to and each “free writing prospectus” (as defined include the documents incorporated by reference therein pursuant to Rule 405 Item 12 of Form S-3 under the Securities Act), if anyas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, listed on Annex B heretoas the case may be and any reference to "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein.

Appears in 1 contract

Samples: Oglethorpe Power Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567267884), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]March 29, 2013; 2023 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Biomea Fusion, Inc.

Registration Statement. The Bank Partnership has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-1 (File No. 333-181567214237), including a prospectus, relating to the Underlying Shares and the ADSsUnits. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsUnits. If the Bank Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Partnership had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]November 3, 2013; 2016 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Emerge Energy Services LP

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567193549), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]June 4, 2013; 2014 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Novavax Inc)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567174254), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available to the Underwriters by the Company upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]June 14, 2013; 2011 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Aveo Pharmaceuticals Inc

Registration Statement. The Bank Operating Partnership has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567189102), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•]4:19 p.m., 2013 the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company and the Operating Partnership had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]February 25, 2013; 2014, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B C hereto.

Appears in 1 contract

Samples: Piedmont Office Realty Trust, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567159457), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A B hereto, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]August 10, 2013; 2009 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Seattle Genetics Inc /Wa

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567175150 ), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 Registration Statement. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 (the “Applicable Time”), the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined documents incorporated by reference therein pursuant to Rule 405 Item 12 of Form S-3 under the Securities Act), if anyas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, listed on Annex B heretoas the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Carpenter Technology Corp)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567162894), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments or supplements thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]November 17, 2013; 2010, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretoC hereto as constituting part of the Time of Sale Information.

Appears in 1 contract

Samples: Service Corporation International

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567208813), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (each, an “Incorporated Document”) pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. On September 26, 2016, the Company and its operating partnership, MPT Operating Partnership, L.P., a Delaware limited partnership and majority owned subsidiary of the Company (the “Operating Partnership”), entered into a series of definitive agreements relating to the acquisition of a portfolio of nine acute care hospitals from Xxxxxxx Health Care Systems LLC (“Xxxxxxx”), including the acquisition of real estate assets, the making of mortgage loans and a minority equity contribution in Xxxxxxx for a combined purchase price and investment of approximately $1.2 billion, as described in the Registration Statement, the Pricing Disclosure Package (as defined below) and the Prospectus. This transaction is referred to herein and therein as the “Xxxxxxx Transaction.” The agreements governing the Xxxxxxx Transaction are collectively referred to herein as the “Xxxxxxx Transaction Agreements.” At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]September 26, 2013; 2016 relating to the Shares and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.A.

Appears in 1 contract

Samples: Underwriting Agreement (MPT Operating Partnership, L.P.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 N-2 (File No. 333-181567275147), including a prospectus, relating to the Underlying Shares Securities. Promptly after execution and delivery of this Agreement, the ADSsCompany will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (h) of Rule 497 of the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information.” Such registration statement, as amended including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof at the time of its effectiveness (“Rule 430 430A Information”), is referred to herein as called the “Registration Statement”; as used herein, “Preliminary Prospectus.means each prospectus included in such Any registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. If the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under of the Securities Act (is herein called the “Rule 462 462(b) Registration Statement”)” and, then any reference herein to after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement in the form furnished to the Underwriters for use in connection with the offering of the Securities, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “Preliminary Prospectus.” The final prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the Rule 462 respective copy filed with the Commission via its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EXXXX”). A Form N-8A Notification of Registration StatementFiled pursuant to Section 8(a) of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”) filed pursuant to Section 8(a) of the Investment Company Act (File No. 811-23912) (the “Notification of Registration”) was filed under the Investment Company Act with the Commission on October 24, 2023. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively Preliminary Prospectus, dated [●], 2024, which together with the pricing information set forth on Annex A heretoSchedule 2 hereto and any Omitting Prospectus, comprises the “Pricing General Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.

Appears in 1 contract

Samples: Pearl Diver Credit Co Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567251054), including a base prospectus, relating to the Underlying Shares and common stock of the ADSsCompany (the “Base Prospectus”). Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each the prospectus included supplement, dated December 1, 2020, relating to the offering of the Shares in such registration statement (and any amendments thereto) before effectiveness, any prospectus the form filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus Base Prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus supplement and Base Prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]December 1, 2013; 2020 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Fuelcell Energy Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3ASR (File No. 333-181567226908), including a base prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively collectively, with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]November 26, 2013; 2018, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 1 contract

Samples: Cubic Corp /De/

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567258249), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (3:27 p.m. New York City time) on February [•], 2013 March 14, 2024, the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]March 14, 2013; 2024, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Brunswick Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567206047), including a prospectus, relating to the Underlying Shares and the ADSsUnits. Such registration statement, as amended amended, at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsUnits. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure Package”): (a) a Preliminary Prospectus dated January [•]November 30, 2013; and 2016, (b) each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex A hereto and (c) the pricing information listed on Annex B hereto.

Appears in 1 contract

Samples: Palatin Technologies Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “CommissionSEC”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission SEC promulgated thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567197823), including a prospectus, relating to the Underlying Preferred Shares and the ADSs. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; as used herein, “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission SEC pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” shall be deemed to include the Rule 462 Registration Statement. Capitalized terms used but not defined herein have the meanings specified in the Registration Statement and the Prospectus. At or prior to [·] [A/P].M. P.M. (New York City time) on February [·], 2013 2014 (the “Applicable Time”), the Bank had Company prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [·], 2013; 2014 (which is the most recent Preliminary Prospectus distributed to investors generally) and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.

Appears in 1 contract

Samples: Grupo Aval Acciones Y Valores S.A.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567206172), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each the prospectus dated August 6, 2015 included in such registration statement (Registration Statement that omits Rule 430 Information and any amendments thereto) before effectiveness, any the preliminary prospectus supplement filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act on September 30, 2015 and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Shares were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]September 30, 2013; 2015, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.

Appears in 1 contract

Samples: Concho Resources Inc

Registration Statement. The Bank has Issuers and MPT have prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567213027), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) or 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank has Issuers and MPT have filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Issuers and MPT had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]March 14, 2013; 2017 relating to the Securities and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: MPT Operating Partnership, L.P.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567176006), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available to the Underwriters by the Company upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the applicable effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]May 20, 2013; 2013 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: NPS Pharmaceuticals Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567197125), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]October 14, 2013; 2014 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Esperion Therapeutics, Inc.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567213509), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (3:20 p.m. New York City time) on February [•], 2013 October 1, 2018, the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]October 1, 2013; 2018, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Brunswick Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a an automatic shelf registration statement on Form F-1 S-3ASR (File No. 333-181567198598), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]20, 2013; 2015 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Intrexon Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567333- 265996), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each the base prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]July 20, 2013; 2022 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Verve Therapeutics, Inc.)

Registration Statement. The Bank A registration statement of the Company on Form S-1 (File No. 333-248815) (including all amendments thereto filed before the execution of this Agreement, the “Initial Registration Statement”) in respect of the Public Units, Public Shares and Public Warrants has prepared and been filed with the U.S. Securities Commission. The Initial Registration Statement and Exchange any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission (in such form and meet the “Commission”) under requirements of the U.S. Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations of the Commission thereunder (collectively, the “Securities ActRules and Regulations”). Other than (i) the Initial Registration Statement, (ii) a registration statement on Form F-1 (File No. 333-181567), including a prospectus, relating to the Underlying Shares and the ADSs. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under increasing the Securities Act to be part thereof at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; as used herein, “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales size of the ADSs. If the Bank has offering filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (the a “Rule 462 462(b) Registration Statement”), (iii) any Preliminary Prospectus (as defined below), (iv) the Exchange Act Registration Statement (as defined below) and (v) the Prospectus contemplated by this Agreement to be filed pursuant to Rule 424(b) under the Securities Act in accordance with Section 4(i)(a) hereof, no other document with respect to the offer and sale of the Public Units, Public Shares or Public Warrants has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement at the time it became effective or filed with the Commission pursuant to Rule 424 under the Securities Act is hereinafter called a “Preliminary Prospectus”). The Initial Registration Statement, including all exhibits thereto and including the information contained in the Prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it became effective for purposes of Section 11 of the Securities Act (the “Effective Time”), as such section applies to the respective Underwriters, is hereinafter collectively called the “Registration Statement.” If the Company files a Rule 462(b) Registration Statement which becomes effective prior to the Closing Date, then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 462(b) Registration Statement. At or prior to [•] [A/P].M. (New York City time) on February [•]The final prospectus, 2013 (in the “Applicable Time”), the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined form filed pursuant to and within the time limits described in Rule 405 424(b) under the Securities Act), if any, listed on Annex B heretois hereinafter called the “Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (ION Acquisition Corp 1 Ltd.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567161243), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; as used herein, “Preliminary Prospectus.means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the The base prospectus included in the Registration Statement at (the time “Base Prospectus”), as supplemented by the preliminary prospectus supplement dated October 27, 2010 relating to the Securities and used prior to the filing of its effectiveness that omits Rule 430 Information; and the Prospectus (as used hereindefined below) (the “Preliminary Prospectus Supplement”), is hereinafter referred to as the Preliminary Prospectus.means The Base Prospectus, as supplemented by the prospectus supplement dated October 27, 2010 relating to the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. If the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Prospectus Supplement”) is hereinafter referred to as the “Prospectus”. Any reference in this Agreement to the Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]October 27, 2013; 2010, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretohereto as constituting part of the Time of Sale Information.

Appears in 1 contract

Samples: Underwriting Agreement (Berry Petroleum Co)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567184037), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each the prospectus dated September 21, 2012 included in such registration statement (that omits Rule 430 Information and any amendments thereto) before effectiveness, any the preliminary prospectus supplement filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act on May 12, 2014 and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Shares were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]May 12, 2013; 2014, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.

Appears in 1 contract

Samples: Concho Resources Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567187666), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (3:00 p.m., New York City time) , on February [•]April 9, 2013 2013, the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]April 9, 2013; , and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Reliance Steel & Aluminum Co

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567199176), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus supplement included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus, including prospectus supplement, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]December 10, 2013; 2014 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 1 contract

Samples: Execution Version (Burlington Stores, Inc.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567233123), including a prospectus, relating to the Underlying Shares and the ADSsOffered Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus, including any prospectus supplement, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsOffered Shares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]September 3, 2013; 2019, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act)) listed on Annex A hereto, if any, listed on Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Restaurant Brands International Limited Partnership)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567199176), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus supplement included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus, including prospectus supplement, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]March 31, 2013; 2015 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Burlington Stores, Inc.

Registration Statement. The Bank Depositor has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under in accordance with the U.S. provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 SF-3 (File No. 333-181567206361), including a prospectusas amended, relating to the Underlying Shares Offered Certificates. The Depositor also has prepared and filed with the ADSsCommission a preliminary prospectus dated February 16, 2016 (the “Preliminary Prospectus”), specifically relating to the Offered Certificates, in accordance with Rule 424(h) and Rule 430(D) under the Securities Act. Such The Depositor also has filed with, or proposes to file with, the Commission pursuant to Rule 424(b) under the Securities Act a prospectus specifically relating to the Offered Certificates (the “Prospectus”). The registration statement, statement as amended at the time when it became effective, including the informationor, if anya post-effective amendment is filed with respect thereto, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof as amended by such post-effective amendment at the time of its effectiveness (“Rule 430 Information”)effectiveness, is referred to herein in this Agreement as the “Registration Statement”; as used herein, “Preliminary Prospectus.means each prospectus included Any reference in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant this Agreement to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at used in connection with the time offering of its effectiveness that omits Rule 430 Information; the Offered Certificates, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and as used herein, “Prospectus” means include any exhibits thereto and the prospectus in the form first used (or made available upon request of purchasers documents incorporated by reference therein pursuant to Rule 173 Item 10(d) of Form SF-3 under the Securities Act) in connection with confirmation of sales , as of the ADSs. If effective date of the Bank has filed an abbreviated registration statement pursuant Registration Statement or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to Rule 462(b) under “amend,” “amendment” or “supplement” with respect to the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” the Preliminary Prospectus and the Prospectus shall be deemed to refer to and include any documents filed after the Rule 462 date the Registration StatementStatement became effective, or the date of the Preliminary Prospectus or the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales to investors of the Offered Certificates were first made (the “Applicable TimeTime of Sale”), the Bank Depositor had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): (i) a Preliminary Prospectus structural and collateral term sheet dated January [•]February 16, 2013; and each 2016 (the “Term Sheet”) constituting a “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) (a “Free Writing Prospectus”) and (ii) the Preliminary Prospectus. If, subsequent to the date of this Agreement, the Depositor and the Underwriters have determined that such Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the applicable Underwriters have terminated their old purchase contracts and entered into new purchase contracts with investors in the Offered Certificates, then “Time of Sale Information” will refer to the information available to investors at the time of entry into the first such new purchase contract, including any information contained in any Corrected Supplement (as defined in Section 8(k)) and/or any Corrected Free Writing Prospectus (as defined in Section 8(l)) that corrects such material misstatements or omissions (“Corrective Information”), if any, listed and “Time of Sale” will refer to the time and date on Annex B heretowhich such new purchase contracts were entered into.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567333- 160984), including a basic prospectus, relating to to, among other things, the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before at the time of its effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]August 3, 2013; 2009, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Stec, Inc.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567162058), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments or supplements thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (the time when sales of the Securities were first made, which for the purposes hereof shall be 4:50 P.M., New York City time) , on February [•], 2013 the date hereof (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]November 5, 2013; 2009, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretoA hereto as constituting part of the Time of Sale Information.

Appears in 1 contract

Samples: Belo Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “U.S. Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the U.S. Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567), 149487) including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the U.S. Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included or deemed to be included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus, the Prospectus or the Time of Sale Information (as defined herein) shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus, the Prospectus or the Time of Sale Information, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus, the Prospectus or the Time of Sale Information shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Shares were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]June 18, 2013; 2008, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 1 contract

Samples: Central European Distribution Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567258032), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. The Company and the Depositary have also jointly filed with the Commission a registration statement on Form F-6 (File No. 333-239022), including a prospectus, which may be in the form of an ADR certificate (the “Registration Statement on Form F-6”), for the registration under the Securities Act of the ADSs evidenced by ADRs, have filed such amendments thereto and such amended prospectuses as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. The Registration Statement on Form F-6, as amended at the time it becomes effective (including by the filing of any post-effective amendments thereto), and the prospectus included therein, as then amended, is hereinafter called the “ADR Registration Statement” and the “ADR Prospectus,” respectively. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]August 20, 2013; 2021, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: DoubleDown Interactive Co., Ltd.

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Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567199176), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus supplement included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus, including prospectus supplement, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]12, 2013; 2015 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Burlington Stores, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3ASR (File No. 333-181567230053), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]April 1, 2013; 2020 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Invitae Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567206047), including a prospectus, relating to the Underlying Shares and the ADSsUnits. Such registration statement, as amended amended, at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsUnits. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and (a) each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex A hereto and (b) the pricing information listed on Annex B hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Palatin Technologies Inc)

Registration Statement. The Bank has prepared and filed with Company meets the U.S. Securities and Exchange Commission (the “Commission”) requirements for use of Form S- 3 under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a . The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form F-1 S-3 (File No. 333-181567255917), including a prospectus, prospectus relating to the Underlying Shares and Shares, which became effective upon filing with the ADSsCommission. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term Preliminary Base Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits effectiveness, the term “Preliminary Prospectus” means each preliminary prospectus supplement specifically relating to the Shares, filed together with the Base Prospectus pursuant to Rule 430 Information; 424(b), and as used herein, the term Final Prospectus” means the prospectus supplement, together with the Base Prospectus, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. If Shares, to be filed with the Bank has filed an abbreviated registration statement pursuant to Rule 462(bCommission in accordance with Rules 415 and 424(b) under the Securities Act (the “Rule 462 Registration Statement”), then any Act. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Final Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Final Prospectus, as the case may be, and any reference to “amend,“amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Rule 462 Commission after the date of filing of the Registration StatementStatement with the Commission and prior to the termination of the offering of the Shares by the Underwriters. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]August 12, 2013; 2021 (the “Pricing Prospectus”), the pricing term sheet set forth on Schedule 1 hereto and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act)other Issuer Free Writing Prospectus, if any, listed set forth on Annex B hereto.. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (SiriusPoint LTD)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567197809), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each the prospectus dated September 17, 2014 included in such registration statement (that omits Rule 430 Information and any amendments thereto) before effectiveness, any the preliminary prospectus supplement filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act on May 13, 2015, and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Shares were first made (the “Applicable Time”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoC, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]May 13, 2013; 2015 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B C hereto.

Appears in 1 contract

Samples: Jones Energy, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567260755), including a base prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each the base prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]3, 2013; 2024 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Dyne Therapeutics, Inc.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 F-3 (File No. 333-181567196335), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]May 28, 2013; 2014 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 1 contract

Samples: CaesarStone Sdot-Yam Ltd.

Registration Statement. The Bank has Issuers and MPT have prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567190543), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank has Issuers and MPT have filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. On September 13, 2013, affiliates of the Company entered into an agreement to acquire eleven rehabilitation facilities in the Federal Republic of Germany from RHM Klinik-und Altenheimbetriebe GmbH & Co. KG (“RHM”) for an aggregate purchase price, including payment of applicable transfer taxes, of €184.0 million (plus a commitment to provide up to €10.0 million in financing for the construction of additional facilities within the next two years), as described in the Registration Statement, the Preliminary Prospectus and the Prospectus. These transactions are collectively referred to herein and therein as the “RHM Acquisition Transactions.” The agreements governing the RHM Acquisition Transactions are collectively referred to herein as the “RHM Acquisition Transaction Agreements.” At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Issuers and MPT had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]September 23, 2013; 2013 relating to the Securities and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: MPT Operating Partnership, L.P.

Registration Statement. The Bank has prepared and filed Company hereby confirms that it meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (together with the U.S. rules and regulations of the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectivelythereunder, the “Securities Act”), and has prepared and filed with the Commission under the Securities Act a registration statement on Form F-1 (File No. 333-181567)142361) on Form S-3, including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; as used herein, .” The term “Preliminary Prospectus” as used herein means each prospectus included in such registration statement the Registration Statement (and any amendments thereto) before effectivenessit became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus prospectus, as supplemented, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 that were filed under the Securities Exchange Act of 1934, as amended (together with the rules and regulations of the Commission thereunder, the “Exchange Act”) on or before the date of such Registration Statement, Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference therein; and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the date of such Registration Statement, Preliminary Prospectus or Prospectus, as the case may be, which is incorporated by reference therein and (ii) any such “amendment” or “supplement” so filed. At Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. The Company confirms that, at or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Shares were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared no information relating to the following information Shares offered hereby, other than the Registration Statement and all documents incorporated by reference therein as of the date hereof (collectively with the “Time of Sale Information”). In addition, the Underwriter has or will orally provide the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B heretoprospective purchasers prior to confirming sales.

Appears in 1 contract

Samples: Exco Resources Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567155745), including a prospectus, relating to the Underlying Shares and the ADSsRights relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as hereinafter defined), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus (consisting of a preliminary prospectus supplement dated August 10, 2009 and a base prospectus dated January [•]30, 2013; 2009) and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 1 contract

Samples: Petroleum Development Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. United States Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567333-[●]), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Registration statements on Form F-6 (No. 333-248098 and No. 333-[●]) relating to the ADSs have been filed with the Commission and have become effective; no stop order suspending the effectiveness of the ADS Registration Statement (as defined below) is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Act are pending before or threatened by the Commission (such registration statements on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter called collectively the “ADS Registration Statement”). The Company has filed, in accordance with Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, a registration statement as amended (the “Exchange Act Registration Statement”), on Form 8-A (File No. 001-39466) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Class A Ordinary Shares and the ADSs. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [], 2013; 2020 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Xpeng Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567267043), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]filed February 27, 2013; 2024 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Absci Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567220255), including a prospectusrelated prospectus or prospectuses, relating to certain securities of the Underlying Shares and Company, including the ADSsShares, to be issued from time to time by the Company. Such registration statement, as amended amended, at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; Information (the “Base Prospectus”) and as used hereinthe prospectus supplement thereto dated July 16, 2018 relating to the Shares, and the term “Prospectus” means the Base Prospectus and the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]July 16, 2013; 2018 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (NanoString Technologies Inc)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567224580), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) 3:20 p.m. on February [•]June 4, 2013 2018, the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]June 4, 2013; 2018, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: CDK Global, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567210319), including a prospectus, relating to the Underlying Shares and the ADSsRights. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any effectiveness and the preliminary prospectus supplement to be filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act on January 31, 2017 and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]31, 2013; 2017 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Sanchez Energy Corp)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567333-[●]), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Offered ADSs. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 5 of Form F-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [], 2013; 2018 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Zai Lab LTD

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a an automatic shelf registration statement statement, as defined in Rule 405 of the Securities Act, on Form F-1 S-3 (File No. 333-181567), 217033) including a prospectusbase prospectus (the “Base Prospectus”), relating to various securities to be issued and sold from time to time by the Underlying Shares and Company or its subsidiaries or to be sold by selling security holders, including the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (the Base Prospectus and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If Any reference in this Underwriting Agreement (this “Agreement”) to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank had Company has prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]November 7, 2013; 2017, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretoA hereto and the other information listed on Annex A hereto as constituting part of the Time of Sale Information.

Appears in 1 contract

Samples: American Axle & Manufacturing Holdings Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a an automatic shelf registration statement on Form F-1 S-3 (File No. 333-181567262892), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]March 17, 2013; 2022 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Solaredge Technologies, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3ASR (File No. 333-181567258097), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]December 6, 2013; 2021 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B C hereto.

Appears in 1 contract

Samples: NEWMONT Corp /DE/

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form F-1 N-2 (File No. 333-181567196969), including a prospectus, relating to the Underlying Shares Securities and certain of the ADSsCompany’s other securities, which registration statement was declared effective on by the Commission. Such registration statementThe Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The Company has also filed with the Commission a preliminary prospectus supplement, dated , as such prospectus may be amended, which contains a base prospectus, dated (the “Base Prospectus” and, collectively, the “Preliminary Prospectus”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430C (“Rule 430C”) of the rules and regulations of the Commission under the Securities Act and Rule 497 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective, including the information, if any, effective but that is deemed to be part of such registration statement pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof at the time of its effectiveness (“Rule 430 Information”), is referred to herein as “Rule 430C Information.” Unless the “Registration Statement”; as used hereincontext otherwise requires, “Preliminary Prospectus” means each prospectus included in such registration statement (statement, including all documents filed as a part thereof, and including all post-effective amendments thereto filed on or prior to the date hereof and any amendments thereto) before effectiveness, any Rule 430C Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(a) 497 under the Securities Act and deemed to be part of the prospectus included in registration statement, is herein called the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, “ProspectusStatement.means the The final prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. Securities, which will include the Base Prospectus, together with a final prospectus supplement, is herein called the “Prospectus.” If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. A Form N-6F Notice of Intent to Elect to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 (File No. 814-00854) (the “Notice of Intent”) was filed, pursuant to Section 6(f) of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”) with the Commission on January 14, 2011. A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 filed pursuant to Section 54(a) of the Investment Company Act (File No. 814-00854) (the “Notification of Election”) was filed under the Investment Company Act with the Commission on April 15, 2011. The Company has entered into an Amended and Restated Investment Advisory and Management Agreement, dated as of December 12, 2011 (the “Investment Management Agreement”), with TSL Advisers, LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”). The Company has also entered into an Administration Agreement, dated as of March 15, 2011 (the “Administration Agreement”) with the Adviser. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively Preliminary Prospectus, which together with the pricing information set forth on Annex A heretoA, comprises the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.

Appears in 1 contract

Samples: TPG Specialty Lending, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567233041), including a prospectus, base prospectus relating to common stock and other securities of the Underlying Shares and Company (the ADSs“Base Prospectus”). Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each the preliminary prospectus included supplement, dated August 6, 2019, relating to the offering of the Shares in such registration statement (and any amendments thereto) before effectiveness, any prospectus the form filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus Base Prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus supplement and Base Prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]August 6, 2013; 2019 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act)) listed on Annex A hereto, if any, listed on Annex B hereto.

Appears in 1 contract

Samples: Kinsale Capital Group, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-1 (File No. 333-181567333-[●]), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [], 2013; 2021 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Acutus Medical, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567236806), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]June 1, 2013; 2020 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Guardant Health, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567212709), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares and filed with the Commission pursuant to Rule 424(b) under the Securities Act. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]September 6, 2013; 2016 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Evolent Health, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”, and including the rules and regulations of the Commission under the Exchange Act (defined below), the “Rules and Regulations”), a registration statement on Form F-1 S-3 (File No. 333-181567171014), including a prospectus, relating to debt securities, including the Underlying Shares and Securities, to be issued from time to time by the ADSsCompany. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness), any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]December 7, 20132010 relating to the debt securities to be issued from time to time by the Company pursuant to the Registration Statement; a Preliminary Prospectus Supplement dated December 7, 2010, relating to the Securities, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretoA hereto as constituting part of the Time of Sale Information.

Appears in 1 contract

Samples: Albemarle Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567232488), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]9, 2013; 2020 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Aptinyx Inc.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement, as defined under Rule 405 under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567253713), including a prospectusprospectus filed as part of such registration statement (the “Base Prospectus”), relating to securities, including the Underlying Shares and Securities, to be issued from time to time by the ADSsCompany. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof at the time as of its effectiveness (“Rule 430 Information”)most recent effective date, is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each any preliminary prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus supplement specifically relating to the Securities filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act Act, together with the Base Prospectus, and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, term “Prospectus” means the prospectus supplement specifically relating to the Securities, together with the Base Prospectus, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the most recent effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the time when sales of the Securities were first made at 3:00 P.M. (New York City Eastern time) on February [•], 2013 the date of this Agreement (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]August 9, 2013; 2022 (including the Base Prospectus), and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B heretohereto as constituting part of the Time of Sale Information. The final term sheet relating to the Securities in substantially the form of Annex C hereto is referred to herein as the “Final Term Sheet.

Appears in 1 contract

Samples: Underwriting Agreement (Prudential Financial Inc)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567209629), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each the prospectus dated February 22, 2016 included in such registration statement (that omits Rule 430 Information and any amendments thereto) before effectiveness, any prospectus supplement filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act Act, and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; and as used herein, term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If Any reference in this underwriting agreement (this “Agreement”) to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]February 22, 2013; 2016 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B A hereto.

Appears in 1 contract

Samples: Cabot Oil & Gas Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567147391), including a prospectus, prospectus relating to the Underlying Shares and registration of certain securities described therein, including the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments theretothereto that relates to the Shares) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoB, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]April 14, 2013; 2009 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B hereto.

Appears in 1 contract

Samples: Fidelity National Financial, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567272121), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]May 22, 2013; 2023 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Guardant Health, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567220339), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”)effectiveness, is referred to herein as the “Registration Statement,” and in the form in which it was most recently filed with the Commission prior to or on the date of this Agreement, is referred to herein as the “Base Prospectus”; as used hereinthe final prospectus supplement to such prospectus (including the Base Prospectus) relating to the Shares, “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus the form filed or to be filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act, is referred to herein as the “Prospectus”; and any preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares in the form filed or to be filed with the Commission pursuant to Rule 424(b) is referred to herein as a “Preliminary Prospectus”. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the prospectus included rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement at and the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. If the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” shall be deemed to include the Rule 462 Registration Statement. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]June 17, 2013; 2020 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Kratos Defense & Security Solutions, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567258249), including a prospectus, relating to the Underlying Shares and the ADSsSecurities. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsSecurities. If Any reference in this Agreement to the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the Rule 462 documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. (3:33 p.m. New York City time) on February [•], 2013 August 4, 2021, the time when sales of the Securities were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]August 4, 2013; 2021, and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto. The Company intends to use the net proceeds of the offering of the Securities, together with cash on hand, to fund the Acquisition and, to the extent of any remaining proceeds, consistent with the Company’s previously disclosed capital strategy, for general corporate purposes.

Appears in 1 contract

Samples: Brunswick Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567186812), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; ;” and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (each, an “Incorporated Document”) pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]February 27, 2013; 2013 relating to the Shares and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.A.

Appears in 1 contract

Samples: Underwriting Agreement (Medical Properties Trust Inc)

Registration Statement. The Bank Depositor has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under in accordance with the U.S. provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 SF-3 (File No. 333-181567206361), including a prospectusas amended, relating to the Underlying Shares Offered Certificates. The Depositor also has prepared and filed with the ADSsCommission a preliminary prospectus dated February 28, 2017 (the “Preliminary Prospectus”), specifically relating to the Offered Certificates, in accordance with Rule 424(h) and Rule 430D under the Securities Act. Such The Depositor also has filed with, or proposes to file with, the Commission pursuant to Rule 424(b) under the Securities Act a prospectus specifically relating to the Offered Certificates (the “Prospectus”). The registration statement, statement as amended at the time when it became effective, including the informationor, if anya post-effective amendment is filed with respect thereto, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof as amended by such post-effective amendment at the time of its effectiveness (“Rule 430 Information”)effectiveness, is referred to herein in this Agreement as the “Registration Statement”; as used herein, “Preliminary Prospectus.means each prospectus included Any reference in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant this Agreement to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at used in connection with the time offering of its effectiveness that omits Rule 430 Information; the Offered Certificates, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and as used herein, “Prospectus” means include any exhibits thereto and the prospectus in the form first used (or made available upon request of purchasers documents incorporated by reference therein pursuant to Rule 173 Item 10(a)(1) and Item 10(d) of Form SF-3 under the Securities Act) in connection with confirmation of sales , as of the ADSs. If effective date of the Bank has filed an abbreviated registration statement pursuant Registration Statement or the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to Rule 462(b) under “amend,” “amendment” or “supplement” with respect to the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” the Preliminary Prospectus and the Prospectus shall be deemed to refer to and include any documents filed after the Rule 462 date the Registration StatementStatement became effective, or the date of the Preliminary Prospectus or the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales to investors of the Offered Certificates were first made (the “Applicable TimeTime of Sale”), the Bank Depositor had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): (i) a Preliminary Prospectus structural and collateral term sheet dated January [•]February 28, 2013; and each 2017 (the “Term Sheet”) constituting a “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) (a “Free Writing Prospectus”) and (ii) the Preliminary Prospectus. If, subsequent to the date of this Agreement, the Depositor and the Underwriters have determined that such Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the applicable Underwriters have terminated their old purchase contracts and entered into new purchase contracts with investors in the Offered Certificates, then “Time of Sale Information” will refer to the information available to investors at the time of entry into the first such new purchase contract, including any information contained in any Corrected Supplement (as defined in Section 8(k)) and/or any Corrected Free Writing Prospectus (as defined in Section 8(l)) that corrects such material misstatements or omissions (“Corrective Information”), if any, listed and “Time of Sale” will refer to the time and date on Annex B heretowhich such new purchase contracts were entered into.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-1 (File No. 333-181567333-[ l ]), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•August [ l ], 2013; 2022 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Sovos Brands, Inc.)

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567272540), including a prospectusprospectus (the “Base Prospectus”), relating to the Underlying Shares and Securities, which shelf registration statement has been declared effective by the ADSsCommission. Such registration statement, as amended at the time it became effective, including the informationexhibits and any schedules thereto at such time, if any, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Rule 430A, 430B or 430C Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof at as of such time pursuant to Rule 430B under the time of its effectiveness Securities Act (“Rule 430 Information430B”), is referred to herein as the “Registration Statement”; as used herein;” provided, however, that the Preliminary ProspectusRegistration Statementwithout reference to a time means each prospectus included in such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and any amendments theretoschedules thereto as of such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. Any registration statement filed pursuant to Rule 462(b) before effectivenessof the Securities Act is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each preliminary prospectus supplement used in connection with the offering of the Securities, if any, including the Base Prospectus and the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Securities in accordance with the provisions of Rule 424(b) of the Securities Act (“Rule 424(b)”). The final prospectus supplement, in the form first furnished or made available to the Underwriter for use in connection with the offering of the Securities, including the Base Prospectus and the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any prospectus preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(aits Electronic Data Gathering, Analysis and Retrieval system (or any successor system) under (“EXXXX”). Capitalized terms used but not defined herein shall have the Securities Act and the prospectus included meanings given to such terms in the Registration Statement at and the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. If the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” shall be deemed to include the Rule 462 Registration Statement. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 (the “Applicable Time”), the Bank had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•], 2013; and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, listed on Annex B hereto.

Appears in 1 contract

Samples: Precision Biosciences Inc

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567268252), including a prospectus, relating to the Underlying Shares and the ADSsShares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSsShares. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [•]May 16, 2013; 2023 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Coherus BioSciences, Inc.

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 S-3 (File No. 333-181567231039), including a prospectus, relating to the Underlying Shares and the ADSsNotes. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; the base prospectus filed as used hereinpart of the Registration Statement, in the form in which it was most recently filed with the Commission prior to or on the date of this Agreement, is referred to herein as the Preliminary Base Prospectus” means each ; the final prospectus included supplement to such prospectus (including the Base Prospectus) relating to the Notes, in such registration statement (and any amendments thereto) before effectiveness, any prospectus the form filed or to be filed with the Commission pursuant to Rule 424(a424(b) under the Securities Act, is referred to herein as the “Prospectus”; and any preliminary prospectus (including any preliminary prospectus supplement) relating to the Notes in the form filed or to be filed with the Commission pursuant to Rule 424(b) is referred to herein as a “Preliminary Prospectus”. Any reference in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the prospectus included rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement at and the time of its effectiveness that omits Rule 430 Information; and as used herein, “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the ADSs. If the Bank has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to “Registration Statement” shall be deemed to include the Rule 462 Registration Statement. At or prior to [•] [A/P].M. (New York City time) on February [•], 2013 the time when sales of the Notes were first made (the “Applicable TimeTime of Sale”), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretocollectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated January [•]March 4, 2013; 2020, and each “free writing prospectus” Issuer Free Writing Prospectus (as defined pursuant to Rule 405 under the Securities Act), if any, below) listed on Annex B heretoC hereto as constituting part of the Time of Sale Information.

Appears in 1 contract

Samples: Avery Dennison Corp

Registration Statement. The Bank Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. 333-181567333-[●]), including a prospectus, relating to the Underlying Shares and the Offered ADSs. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part thereof of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information; , and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Offered ADSs. If the Bank Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to [•] [A/P].M. the Applicable Time (New York City time) on February [•], 2013 (the “Applicable Time”as defined below), the Bank Company had prepared the following information (collectively with the pricing information set forth on Annex A heretoA, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [], 2013; 2021 and each “free free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act), if any, ) listed on Annex B A hereto.

Appears in 1 contract

Samples: Molecular Partners Ag

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