Registration Statements and Prospectuses. Each of the Registration Statement, any amendment thereto, the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement (or any post-effective amendment thereto), or the ADS Registration Statement (or any post-effective amendment thereto), has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. Each of the Registration Statement (and any post-effective amendment thereto), and the ADS Registration Statement (and any post-effective amendment thereto), at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with the offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The European Prospectus, as of its date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in form, substance and content (save for those requirements from which an exemption has been granted by the FSMA) with the requirements of the laws of Belgium, applicable rules and regulations and, in particular, it will contain the information required under the Belgian law of 16 June 2006 on public offerings of investment instruments and admission to trading on a regulated market, as amended (the “Belgian Prospectus Law”) and the European Commission Regulation (EC) No 809/2004 of 29 April, 2004, as amended (the “European Prospectus Regulation”). The Registration Statement, any preliminary prospectus, the Prospectus, the European Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission and the filing of the European Prospectus with the FSMA have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.
Appears in 1 contract
Samples: Underwriting Agreement (Ablynx NV)
Registration Statements and Prospectuses. Each of the Registration Statement, any amendment thereto, Statement and the ADS Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. The Danish FSA has confirmed that they have no further comments, subject to pricing and final dates and the Danish Prospectus is expected to be approved by the Danish FSA and made public on [•], 2020. No stop order suspending the effectiveness of the Registration Statement (or the ADS Registration Statement or any post-effective amendment thereto), or the ADS Registration Statement (or any post-effective amendment thereto), thereto has been issued under the 1933 Act, no . No order preventing or suspending the use of any preliminary prospectus prospectus, the Prospectus or the Danish Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission or the Danish FSA, as applicable. The information contained in both the Danish Prospectus and the Prospectus are consistent in all material respects. The Company has complied with each request (if any) from the Commission or the Danish FSA, as applicable, for additional information. Each of the Registration Statement (and the ADS Registration Statement and any post-effective amendment thereto), and the ADS Registration Statement (and any post-effective amendment thereto), at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The Danish Prospectus, at the time the Danish FSA confirmed “no further comments”, complied and, at the time of approval, will comply with the Consolidated Act no. 337 of 2 April 2020 on capital markets, including any regulations made pursuant thereto (the “Capital Markets Act”), the Regulation (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, including delegated acts (together with the Capital Markets Act, the “Prospectus Regulation”), as applicable. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with the this offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The European Prospectus, as of its date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in form, substance and content (save for those requirements from which an exemption has been granted by the FSMA) with the requirements of the laws of Belgium, applicable rules and regulations and, in particular, it will contain the information required under the Belgian law of 16 June 2006 on public offerings of investment instruments and admission to trading on a regulated market, as amended (the “Belgian Prospectus Law”) and the European Commission Regulation (EC) No 809/2004 of 29 April, 2004, as amended (the “European Prospectus Regulation”). The Registration Statement, any preliminary prospectus, the Prospectus, the European Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission and the filing of the European Prospectus with the FSMA have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.T.
Appears in 1 contract
Registration Statements and Prospectuses. Each of the Registration Statement, any amendment thereto, Statement and the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement (or the ADS Registration Statement or any post-effective amendment thereto), or the ADS Registration Statement (or any post-effective amendment thereto), thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A under the 1933 Act have been instituted or are pending or, to the Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement (and the ADS Registration Statement and any post-effective amendment thereto), and the ADS Registration Statement (and any post-effective amendment thereto), at the time it became effective, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the CommissionCommission and, in each case, at the Applicable Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with the this offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The European Prospectus, as of its date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in form, substance and content (save for those requirements from which an exemption has been granted by the FSMA) with the requirements of the laws of Belgium, applicable rules and regulations and, in particular, it will contain the information required under the Belgian law of 16 June 2006 on public offerings of investment instruments and admission to trading on a regulated market, as amended (the “Belgian Prospectus Law”) and the European Commission Regulation (EC) No 809/2004 of 29 April, 2004, as amended (the “European Prospectus Regulation”). The Registration Statement, any preliminary prospectus, the Prospectus, the European Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission and the filing of the European Prospectus with the FSMA have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.T.
Appears in 1 contract
Samples: Underwriting Agreement (Evotec SE)
Registration Statements and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement, any amendment thereto, the ADS Registration Statement Statements and any post-effective amendment thereto has become been declared by the Commission, or otherwise become, effective under the 1933 Act. No , and no stop order suspending the effectiveness of the Registration Statement (Statements or any post-effective amendment thereto), or the ADS Registration Statement (or any post-effective amendment thereto), thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied in all material respects with each request, if any, from the Commission for additional information. Each of the Registration Statement (Statements and any post-effective amendment thereto), and the ADS Registration Statement (and any post-effective amendment thereto), at the time it became effective, the Applicable Time, the Closing Time and each Date of Delivery, if any, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each The preliminary prospectus, prospectus that is included in the Prospectus and any amendment or supplement theretoGeneral Disclosure Package, at the time each it was filed with the Commission, and the Prospectus and each amendment or supplement thereto, as of their respective issue dates, and, in each case, at the Applicable Time, the Closing Time and each Date of Delivery, if any, complied and will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Securities and the Prospectus was Offering were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The European documents incorporated or deemed to be incorporated by reference in the Registration Statements and the Prospectus, as of its datewhen they became effective or at the time they were or hereafter are filed with the Commission, complied and as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in form, substance and content (save for those requirements from which an exemption has been granted by the FSMA) all material respects with the requirements of the laws of Belgium, applicable 1934 Act and the rules and regulations and, in particular, it will contain of the information required Commission under the Belgian law of 16 June 2006 on public offerings of investment instruments and admission to trading on a regulated market, as amended 1934 Act (the “Belgian Prospectus Law”) and the European Commission Regulation (EC) No 809/2004 of 29 April, 2004, as amended (the “European Prospectus Regulation1934 Act Regulations”). The Registration Statement, any preliminary prospectus, the Prospectus, the European Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission and the filing of the European Prospectus with the FSMA have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.
Appears in 1 contract
Samples: Underwriting Agreement (Playa Hotels & Resorts N.V.)
Registration Statements and Prospectuses. Each of the Registration Statement, any amendment thereto, Statement and the ADS Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement (or the ADS Registration Statement or any post-effective amendment thereto), or the ADS Registration Statement (or any post-effective amendment thereto), thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement (and the ADS Registration Statement and any post-effective amendment thereto), and the ADS Registration Statement (and any post-effective amendment thereto), at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters Underwriter for use in connection with the offering of the Offered Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The European Prospectus, as of its date, and as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in form, substance and content (save for those requirements from which an exemption has been granted by the FSMA) with the requirements of the laws of Belgium, applicable rules and regulations and, in particular, it will contain the information required under the Belgian law of 16 June 2006 on public offerings of investment instruments and admission to trading on a regulated market, as amended (the “Belgian Prospectus Law”) and the European Commission Regulation (EC) No 809/2004 of 29 April, 2004, as amended (the “European Prospectus Regulation”). The Registration Statement, any preliminary prospectus, the Prospectus, the European Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission and the filing of the European Prospectus with the FSMA have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.
Appears in 1 contract
Registration Statements and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement, any amendment thereto, Statements is an “automatic shelf registration statement” (as defined in Rule 405) and the ADS Securities have been and remain eligible for registration by the Company on such automatic shelf registration statements. Each of the Registration Statement and any amendment thereto Statements has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement (or any post-effective amendment thereto), or the ADS Registration Statement (or any post-effective amendment thereto), Statements has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. Each of the Registration Statement (Statements and any post-effective amendment thereto), and the ADS Registration Statement (and any post-effective amendment thereto), at the time it became effectiveof its effectiveness and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and each preliminary prospectus and the 1933 Act Regulations. Each preliminary prospectus Prospectus delivered to the Underwriters Underwriter for use in connection with the this offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The European documents incorporated or deemed to be incorporated by reference in the Registration Statements and the Prospectus, as of its datewhen they became effective or at the time they were or hereafter are filed with the Commission, complied and as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in form, substance and content (save for those requirements from which an exemption has been granted by the FSMA) all material respects with the requirements of the laws of Belgium, applicable 1934 Act and the rules and regulations and, in particular, it will contain of the information required Commission under the Belgian law of 16 June 2006 on public offerings of investment instruments and admission to trading on a regulated market, as amended 1934 Act (the “Belgian Prospectus Law”) and the European Commission Regulation (EC) No 809/2004 of 29 April, 2004, as amended (the “European Prospectus Regulation1934 Act Regulations”). The Registration Statement, any preliminary prospectus, the Prospectus, the European Prospectus and the ADS Registration Statement and the filing of the Registration Statement, any preliminary prospectus, the Prospectus and the ADS Registration Statement with the Commission and the filing of the European Prospectus with the FSMA have been duly authorized by and on behalf of the Company, and each of the Registration Statement and the ADS Registration Statement has been duly executed pursuant to such authorization.
Appears in 1 contract