Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 4 contracts
Samples: Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.), Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.), Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.)
Registration. The Common Shares are registered pursuant to Section 12(b(a) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”179766) in respect of the Common Shares and certain other securities has been (i) prepared by the Company and the Operating Partnership filed in conformity accordance with the requirements provisions of the Securities Act with the Commission; such registration statement and any post-effective amendment thereto, each in the rules and regulations of form heretofore delivered or to be delivered to the Commission thereunderSales Agent, and (ii) filed became effective upon filing with the Commission under in such form (except that copies of the Securities Act registration statement and declared any post-effective by the Commission not earlier than three years prior amendment delivered to the date hereofSales Agent need not include exhibits but shall include all documents incorporated by reference therein); and no stop order suspending the effectiveness of the such registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or or, to the best knowledge of the Company, threatened by the Commission; as used herein, “Registration Statement” means, at any specified time, such registration statement and any amendment or amendments thereto, as used with respect to the Common Shares, including information deemed a part thereof at such time pursuant to Rule 430B(f)(1) under the Securities Act, including the exhibits thereto and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 at such time; as used herein, “Effective Date” means any date of such registration statement's effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Company and the Company proposes Sales Agent for the Common Shares pursuant to file or Rule 430B(f)(2) under the Securities Act; the base prospectus relating to the Common Shares and certain other securities of the Company, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, relating to the Common Shares is hereinafter called the “Base Prospectus”; the Base Prospectus as amended or supplemented in final form, including by a prospectus supplement relating to the Common Shares in the form in which it is filed with the Commission, pursuant to Rule 424(b) under the Securities Act (in accordance with Section 4.05 hereof is hereinafter called the “Rule 424(b)Final Supplemented Prospectus”) a prospectus supplement ; any reference herein to the form Base Prospectus or the Final Supplemented Prospectus shall be deemed to refer to and include, as of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to any specified time, the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by referencetime; and any reference to any amendment to the Registration Statement will shall be deemed to refer to and include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement; and as used herein, “Incorporated Documents” means, at any specified time, the documents incorporated by reference in the Registration Statement or the Final Supplemented Prospectus at such time.
Appears in 4 contracts
Samples: Sales Agency Financing Agreement (Southern Co), Sales Agency Financing Agreement (Southern Co), Sales Agency Financing Agreement (Southern Co)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700195740) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 4 contracts
Samples: Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.), Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.), Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “AVB,” and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700) (“179720; the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Sales Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Sales Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 4 contracts
Samples: Sales Agency Financing Agreement (Avalonbay Communities Inc), Sales Agency Financing Agreement (Avalonbay Communities Inc), Sales Agency Financing Agreement (Avalonbay Communities Inc)
Registration. The Common Shares are registered pursuant to Section 12(b(a) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”202413) in respect of the Common Shares and certain other securities has been (i) prepared by the Company and the Operating Partnership filed in conformity accordance with the requirements provisions of the Securities Act with the Commission; such registration statement and any post-effective amendment thereto, each in the rules and regulations of form heretofore delivered or to be delivered to the Commission thereunderSales Agent, and (ii) filed became effective upon filing with the Commission under in such form (except that copies of the Securities Act registration statement and declared any post-effective by the Commission not earlier than three years prior amendment delivered to the date hereofSales Agent need not include exhibits but shall include all documents incorporated by reference therein); and no stop order suspending the effectiveness of the such registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or or, to the best knowledge of the Company, threatened by the Commission; as used herein, “Registration Statement” means, at any specified time, such registration statement and any amendment or amendments thereto, as used with respect to the Common Shares, including information deemed a part thereof at such time pursuant to Rule 430B(f)(1) under the Securities Act, including the exhibits thereto and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 at such time; as used herein, “Effective Date” means any date of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Company and the Company proposes Sales Agent for the Common Shares pursuant to file or Rule 430B(f)(2) under the Securities Act; the base prospectus relating to the Common Shares and certain other securities of the Company, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, relating to the Common Shares is hereinafter called the “Base Prospectus”; the Base Prospectus as amended or supplemented in final form, including by a prospectus supplement relating to the Common Shares in the form in which it is filed with the Commission, pursuant to Rule 424(b) under the Securities Act (in accordance with Section 4.05 hereof is hereinafter called the “Rule 424(b)Final Supplemented Prospectus”) a prospectus supplement ; any reference herein to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Base Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.Final Supplemented Prospectus
Appears in 3 contracts
Samples: Sales Agency Financing Agreement (Southern Co), Sales Agency Financing Agreement (Southern Co), Sales Agency Financing Agreement (Southern Co)
Registration. The Common Shares If the Registration Firm Offer(s) in the aggregate are registered pursuant for Registration Interest(s) that in the aggregate are equal to Section 12(b) or greater than the Minimum Offering Amount and are not accepted with respect to all of the Exchange Act and have been listed on Registration Interest(s) in the Principal Marketmanner provided in Section 12.6(e), subject to notice of issuance. The Company (i) meets the requirements Partners will cause the Partnership to be converted to corporate form in accordance with Section 5.9 no later than the effective date of the registration contemplated hereunder and will cause the Partnership and MajorCorp to register the shares of MajorCorp Stock to be received by such Registering Partner in exchange for its Registration Interest (other than any portion of such Registration Interest purchased by the use of Form S-3 Registration Accepting Offerees pursuant to Sections 12.6(e) and (f)) for sale under the Securities 1933 Act (and any applicable state securities laws) in accordance with the rules and regulations thereunder for the registration of the transactions offering contemplated by this Agreement hereunder and (ii) has been subject to such registration, the Registering Partner will sell such shares to the public in a broadly disseminated firm commitment underwritten offering subject to customary cutbacks on a pro rata basis. MajorCorp shall select the managing underwriter for such offering subject to the requirements of Section 12 approval of the Exchange Act and has timely filed all the material required to Registering Partner(s) which approval shall not be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsunreasonably withheld. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company To effectuate such offers, MajorCorp and the Operating Registering Partner(s) will enter into an underwriting agreement with such managing underwriter on terms and conditions customary for underwriting agreements in a firm commitment underwritten secondary offering. If the first sentence of this Section 12.6(g) applies to any Registration Firm Offer and for any reason the Partnership has not converted to corporate form in conformity accordance with Section 5.9 within eighteen (18) months from the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness Registration Offer Period, such Registering Partner's right to Transfer its Registration Interest shall again be subject to the restrictions set forth in this Section 12.6. If any shares of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold MajorCorp Stock registered and offered pursuant to this Agreement), and Section 12.6(g) are not sold within eighteen (18) months from the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates expiration of the Registration Statement that is incorporated by reference in Offer Period, any Transfer of such shares will be subject to the Registration Statementprovisions of the stockholders' agreement contemplated under Section 5.9(a).
Appears in 3 contracts
Samples: Sprint Corp, Tele Communications Inc /Co/, Comcast Corp
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “AVB,” and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700) (“157627; the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Sales Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Sales Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 3 contracts
Samples: Sales Agency Financing Agreement (Avalonbay Communities Inc), Sales Agency Financing Agreement (Avalonbay Communities Inc), Sales Agency Financing Agreement (Avalonbay Communities Inc)
Registration. The Common Shares are registered pursuant to Section 12(b(a) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”159072) in respect of the Common Shares and certain other securities has been (i) prepared by the Company and the Operating Partnership filed in conformity accordance with the requirements provisions of the Securities Act with the Commission; such registration statement and any post-effective amendment thereto, each in the rules and regulations of form heretofore delivered or to be delivered to the Commission thereunderSales Agent, and (ii) filed became effective upon filing with the Commission under in such form (except that copies of the Securities Act registration statement and declared any post-effective by the Commission not earlier than three years prior amendment delivered to the date hereofSales Agent need not include exhibits but shall include all documents incorporated by reference therein); and no stop order suspending the effectiveness of the such registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or or, to the best knowledge of the Company, threatened by the Commission; as used herein, “Registration Statement” means, at any specified time, such registration statement and any amendment or amendments thereto, as used with respect to the Common Shares, including information deemed a part thereof at such time pursuant to Rule 430B(f)(1) under the Securities Act, including the exhibits thereto and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 at such time; as used herein, “Effective Date” means any date of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Company and the Company proposes Sales Agent for the Common Shares pursuant to file or Rule 430B(f)(2) under the Securities Act; the base prospectus relating to the Common Shares and certain other securities of the Company, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, relating to the Common Shares is hereinafter called the “Basic Prospectus”; the Basic Prospectus as amended or supplemented in final form, including by a prospectus supplement relating to the Common Shares in the form in which it is filed with the Commission, pursuant to Rule 424(b) under the Securities Act (in accordance with Section 4.05 hereof is hereinafter called the “Rule 424(b)Final Supplemented Prospectus”) a prospectus supplement ; any reference herein to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Basic Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Final Supplemented Prospectus shall be deemed to include the filing by the Company with the Commission refer to and include, as of any document under specified time, the Exchange Act after the date hereof that is or is deemed to be documents incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.by
Appears in 3 contracts
Samples: Sales Agency Financing Agreement (Southern Co), Sales Agency Financing Agreement (Southern Co), Sales Agency Financing Agreement (Southern Co)
Registration. The Common Shares are registered pursuant to Section 12(b(1) of On or after the Exchange Act and have been listed on date that is 18 months following the Principal MarketEffective Date and, subject to notice Section 2.3(e), Section 2.4(a)(1) and the other terms and conditions of issuance. The this Agreement, upon the written request of Investor, requesting that the Company (i) meets effect the requirements for the use of Form S-3 registration under the Securities Act and of at least 5.0 million of Investor’s Registrable Securities (which shall, in the rules and regulations thereunder for case of Registrable Securities that (i) are not Ordinary Shares or ADSs, be calculated after giving effect to the registration of the transactions contemplated by this Agreement and exercise, exchange or conversion thereof into Ordinary Shares or ADSs or (ii) has been subject are Ordinary Shares, be represented by ADSs prior to the requirements registration thereof) and specifying the number of Section 12 of the Exchange Act and has timely filed all the material required Registrable Securities proposed to be filed pursuant to Section 13 sold and 14 intended method of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by disposition thereof, the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunderthereupon will, and as expeditiously as reasonably practicable (ii) filed with the Commission taking into account, among other things, any requirement under the Securities Act and declared effective by for the Commission not earlier than three years prior Company to the date hereof; no stop order suspending the effectiveness of prepare additional or supplemental interim financial statements in connection therewith), use its commercially reasonable efforts to effect the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act pursuant to this Section 2.3 of the Registrable Securities which the Company has been so requested to register by Investor (a “Rule 424(bDemand Registration”)”; provided that in no event shall the Company be required to effect more than six Demand Registrations in total, more than two Demand Registrations in any 12-month period or more than one Demand Registration in any 90-day period, in each case pursuant to this Section 2.3(a)(1). Each Demand Registration made pursuant to this Section 2.3(a)(1) a prospectus supplement may involve an underwritten offering. Subject to Section 2.3(a)(3), the form of prospectus included Company may include in any such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company other securities for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of sale for its original effective date own account or for the purpose account of registering additional Common Shares to be sold pursuant to this Agreementany other person who has written contractual piggyback registration rights. If the Board (excluding Investor Director), and in its good faith judgment, determines that (A) any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or similar material transaction involving the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities ActCompany, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus which is provided to the Agent then under consideration by the Company for use or (B) any registration of Registrable Securities would require the disclosure of material non-public information concerning the Company which would be, in connection with the offering good faith judgment of the Common Shares that Board (excluding Investor Director), contrary to the best interests of the Company to disclose at the time and is not not, in the opinion of the Company’s counsel, otherwise required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term disclosed (a “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this AgreementValid Business Reason”), the Company will prepare and file the Prospectus Supplement may postpone filing a registration statement relating to a Demand Registration (but not the Issuance Shares preparation thereof) until such Valid Business Reason no longer exists, but in no event for more than 60 days during any 12-month period, provided, however, that in no event shall the Company postpone filing a registration statement relating to a Demand Registration pursuant to Rule 424(ba Valid Business Reason described in clause (B) promulgated by above unless the Commission under Company also postpones filing a registration statement for itself and all other persons that may have contractual registration rights. The Company shall give written notice of its determination to postpone a registration statement and of the Securities Actfact that the Valid Business Reason for such postponement no longer exists, as contemplated by Section 5.01(k) in each case, promptly after the occurrence thereof. If the Company gives Investor notice of its determination to postpone a registration statement, Investor shall have the right, within 10 Business Days of receipt thereof, to withdraw its request for Demand Registration, in which case such request shall not be counted for the purposes of this AgreementSection 2.3(a)(1). As used in this AgreementNotwithstanding anything to the contrary contained herein, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the Company may not postpone a filing by the Company with the Commission of under this Section 2.3 more than once in any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 1012-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statementmonth period.
Appears in 3 contracts
Samples: Investment Agreement, Investment Agreement, Investment Agreement (Elan Corp PLC)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “HST”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to the delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“166380), which contains a base prospectus, to be used in connection with the “Original Registration Statement”) in respect public offering and sale of the Common Shares Shares, has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending hereof and became effective upon filing. Such registration statement, as amended, including the effectiveness of the registration statement or any post-effective amendment financial statements, exhibits and schedules thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A at each time of effectiveness under the Securities Act has been initiated or threatened by Act, including any required information deemed to be a part thereof at the Commission; and the Company proposes to file or has filed with the Commission time of effectiveness pursuant to Rule 424(b) 430B under the Securities Act (“Rule 424(b)”) a prospectus supplement to or the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Exchange Act, and the base prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares and filed pursuant to Rule 424(b) promulgated by the Commission under the Securities Act (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided . On or prior to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from Post 10-Q Delivery Date (and on or after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this AgreementApril 2012 10-Q Filing Date), the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 2 contracts
Samples: Sales Agency Financing Agreement (Host Hotels & Resorts, Inc.), Sales Agency Financing Agreement (Host Hotels & Resorts, Inc.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely prepared and filed all with the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. Number: 333-174700) (“211522), including a related Base Prospectus, for registration under the “Original Act of the offering and sale of Common Stock, including the Shares, and such Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) including any amendments thereto filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-Execution Time, became effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the upon filing. The Company proposes to file or has filed with the Commission pursuant the Prospectus Supplement relating to Rule 424(b) under the Securities Act (“Shares in accordance with Rule 424(b)”) a prospectus supplement . As filed, the Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Managers agree in writing to a modification, shall be in all substantive respects in the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect furnished to the Company Managers prior to be set forth therein. Such registration statement (and the Execution Time or prior to any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to such time this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, at each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153, or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated therein by reference therein pursuant to Item 12 of Form S-3 S-3, which were filed under the Securities Act, in each case, as from time to time amended Exchange Act on or supplemented, are referred to herein as before the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering Effective Date of the Common Shares that is not required to be filed by Registration Statement or the Company pursuant to Rule 424(b) promulgated by issue date of the Commission under the Securities ActBase Prospectus, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating or the Prospectus, as the case may be; and any reference herein to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amend,” “amendment” or “supplement” when applied with respect to the Registration Statement Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date hereof that is of the Base Prospectus, the Prospectus Supplement or is the Prospectus, as the case may be, deemed to be incorporated therein by reference; and any reference to any amendment . If the Company files a successor registration statement with respect to the Shares, after effectiveness of any such registration statement, all references to “Registration Statement will Statement” included in this Agreement shall be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the Registration Statementfinal form of prospectus, including all documents included therein by reference, included in any such registration statement at the time such registration statement became effective.
Appears in 2 contracts
Samples: Terms Agreement (Targa Resources Corp.), Terms Agreement (Targa Resources Corp.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and has filed with the rules and regulations thereunder Commission a registration statement on such Form (Registration File No. 333- 228661), which became effective as of December 11, 2018, for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Act. The Company proposes to will file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) and the Securities Act Regulations a prospectus supplement to the form of prospectus included in such registration statement filed with the Commission on December 3, 2018 and has previously advised you of all information (financial and other) with respect related to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance the offer to sell and proposed sale of the Issuance Shares (each, an “Issuance Supplement”)and the plan of distribution thereof. Such registration statement, including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each caseexhibits thereto, as from time to time amended or supplementedat the date of this Agreement, are referred to herein as is hereinafter called the “Registration Statement” and ”; such prospectus in the form filed with the Commission on December 3, 2018, is hereinafter called the “Base Prospectus,” respectively”; the supplemented form of prospectus, except that if any revised prospectus is provided to in the Agent by the Company for use form in connection which it will be filed with the offering of the Common Shares that is not required to be filed by the Company Commission pursuant to Rule 424(b) promulgated by is hereinafter called the Commission under “Prospectus Supplement”; and the Securities ActBase Prospectus and Prospectus Supplement are hereinafter called the “Prospectus.” Any reference herein to the Registration Statement, the term “Base Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing documents incorporated by reference therein (the Company with “Incorporated Documents”), including, unless the Commission of any document under context otherwise requires, the Exchange Act after the date hereof that is or is deemed documents, if any, filed as exhibits to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K such Incorporated Documents. The sale of the Company or Shares hereunder meets the Operating Partnership filed pursuant to Section 13(a) or 15(d) requirements of General Instruction I.B.1 of Form S-3. No stop order suspending the Exchange Act after the applicable effective date or dates effectiveness of the Registration Statement that is incorporated or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of 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 by reference the Commission. The Company has complied or will comply with each request (if any) from the Commission for additional information. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or will become effective, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. 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. Notwithstanding the foregoing, the Company makes no representations or warranties as to information, if any, contained in or omitted from the Prospectus Supplement or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Investor specifically for use in the Registration StatementProspectus Supplement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Spero Therapeutics, Inc.), Securities Purchase Agreement (Spero Therapeutics, Inc.)
Registration. The Common Shares are registered If upon conversion of the Note effected by Purchaser pursuant to Section 12(bthe terms of this Agreement the Company fails to issue certificates for shares of Common Stock issuable upon such conversion (the "Underlying Shares") to Purchaser bearing no restrictive legend of any kind for any reason, then the Exchange Act Company shall be required, at the request of Purchaser and have been listed on at the Principal MarketCompany's expense, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for effect the registration of the transactions contemplated Underlying Shares under the 1933 Act and all relevant "blue sky" laws as promptly as is practicable but in any event within the time limits specified in this Paragraph 3.3(c). The Company and Purchaser shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The Company shall file a registration statement within thirty (30) days after Purchaser's demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter and in any event within one hundred twenty (120) days from the initial filing thereof. Such best efforts shall include, without limitation, promptly responding to all comments received from the SEC and providing Purchaser's counsel with a contemporaneous copy of all written correspondence with the SEC. Once declared effective by this Agreement and the SEC, the Company shall cause such registration statement to remain effective until the earlier of: (i) the sale by Purchaser of all Underlying Shares registered; or (ii) has been subject one hundred eighty (180) days after the effective date of such registration statement. In the event the Company undertakes to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for file a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) S-1 in respect of connection with the Common Stock, upon the effectiveness of such registration, Purchaser shall have the option to sell the Underlying Shares has been (i) prepared by the Company and the Operating Partnership pursuant thereto. The foregoing shall not in conformity any way limit Purchaser's rights in connection with the requirements of Common Stock or the Securities Act and Underlying Shares pursuant to Regulation D, the rules and regulations of Registration Statement or otherwise. If the Commission thereunder, and (ii) filed with the Commission under the Securities Act and registration statement required hereunder is not declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after SEC within the time it is first provided to the Agent for such use. Promptly after the execution and delivery of limits stated in this AgreementParagraph 3.3(c), the Company will prepare and file the Prospectus Supplement relating be liable to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this AgreementPurchaser for liquidated damages. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus Such liquidated damages shall be deemed to include in the filing by the Company with the Commission amount of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(dthree percent (3%) of the Exchange Act after Purchase Price for each thirty (30) day period beginning on the applicable date effectiveness was called for under this Paragraph 3.3(c) and ending on the date on which such registration statement is declared effective date or dates by the SEC. Said liquidated damages shall be pro-rated for the partial thirty (30) day period in which the registration statement is declared effective. Said liquidated damages shall be due and payable at the end of each such thirty (30) day period, and shall be paid in cash at the place specified in writing by Purchaser. After one (1) year from the Closing Date, such liquidated damages will cease to accrue, and Purchaser may rely upon Rule 144 for conversion of the Registration Statement that is incorporated by reference in the Registration StatementNote into Common Stock and for all sales of Common Stock received upon conversion.
Appears in 2 contracts
Samples: Note Purchase Agreement (Upside Development Inc), Note Purchase Agreement (Upside Development Inc)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Items 1.01, 1.02, 1.04, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700235639) (“the “Original Registration Statement”), which registration statement, as amended, became effective upon filing under Rule 462(c) in respect under the Securities Act, for the registration of an indeterminate number of shares of Common Stock and other securities under the Common Shares has been (i) prepared by the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Covered Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Covered Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to . The Company is in compliance with the Registration Statement will be deemed to include any annual report on Form 10-K rules of the Company or Principal Market, including, without limitation, the Operating Partnership filed pursuant to Section 13(a) or 15(d) requirements for continued listing of the Exchange Act after Common Shares on the applicable effective date or dates Principal Market, and the Company has not received any notice from the Principal Market regarding the delisting of the Registration Statement that is incorporated by reference in Common Shares from the Registration StatementPrincipal Market.
Appears in 2 contracts
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc), Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. (a) The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “AVA”, and the Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”163609) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity certain other securities was filed with the requirements Commission in accordance with the provisions of the Securities Act and became effective automatically upon filing; and no other document with respect to the registration statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than (x) prospectuses filed pursuant to Rule 424(b) or Rule 433 of the rules and regulations of the Commission thereunderunder the Securities Act, and (iiy) filed with Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Definitive Proxy Statements on Schedule 14A, each in the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior form heretofore delivered to the date hereof; no stop order suspending the effectiveness Sales Agent. Such registration statement (or, if applicable, any registration statement in respect of the registration statement or any post-effective amendment theretoShares, among other securities, if any, has been issuedsubsequently filed and actually used for the offer and sale of Shares pursuant hereto, andincluding, to the Company’s knowledgewithout limitation, no proceeding for that purpose or any registration statement filed pursuant to Section 8A Rule 415(a)(6) to replace a prior registration statement used for the offer and sale of Shares pursuant hereto), in the Securities Act has been initiated or threatened by form in which it became effective (including the Commissionexhibits thereto, but excluding the Statements of Eligibility on Form T-1) is hereinafter called the “Registration Statement”; and the Company proposes prospectus relating to file or has the Shares in the form in which it was included in the Registration Statement at the time it became effective, as supplemented by the applicable prospectus supplement containing the plan of distribution of the Shares, in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and ) is hereinafter called the “Prospectus,” respectively”, except that if any revised prospectus is provided to the Sales Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Sales Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 2 contracts
Samples: Sales Agency Agreement, Sales Agency Agreement (Avista Corp)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700109732) (“with respect to the “Original Registration Statement”) in respect of the Common Shares Units has been (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and (ii) been filed with the Commission under the Securities Act Act, and declared (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto, if any, have been delivered by the Commission not earlier than three years prior Partnership to the Underwriter. As used in this Agreement, “Effective Time” means the date hereof; no stop order suspending and the effectiveness time as of which such registration statement, or the registration statement or any most recent post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means (i) the prospectus included in such registration statement, or amendments thereto, before such registration statement became effective under the Securities Act, (ii) any prospectus filed with the Commission by the Partnership with the consent of the Underwriter pursuant to Rule 424(a) of the Rules and Regulations, or (iii) any preliminary prospectus supplement, including the Company proposes accompanying base prospectus, filed with the Commission by the Partnership with the consent of the Underwriter after the effectiveness of such registration statement pursuant to file or has Rule 424(b) of the Rules and Regulations; “Registration Statement” means the registration statement referred to above, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) under of the Securities Act (“Rule 424(b)”) Rules and Regulations and deemed to be a prospectus supplement to part of the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering as of the Common Shares upon expiration Effective Time pursuant to Rule 430A of the effectiveness of Rules and Regulations; and “Prospectus” means the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the final prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance the Units and the offering thereof, including the accompanying base prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated Rules and Regulations after the date and time this Agreement is executed. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to be refer to and include any information incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each caseas of the date of such Preliminary Prospectus or the Prospectus, as from time the case may be, and any reference to time amended any amendment or supplemented, are referred supplement to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Preliminary Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof that is of such Preliminary Prospectus or is deemed to be the Prospectus, as the case may be, and incorporated therein by referencereference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or the Operating Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Magellan Midstream Partners Lp), Underwriting Agreement (Magellan Midstream Partners Lp)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700193974) (“the “Original Registration Statement”) in respect which registration statement, as amended, became effective upon filing under Rule 462(c) under the Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Xxxxxxx Xxxxx by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Xxxxxxx Xxxxx for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 2 contracts
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc), Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are registered Statement”), filed pursuant to Section 12(bRule 462(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and of 1933, as amended (the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject “Act”), which became effective upon filing, no other document with respect to the requirements of Section 12 of the Exchange Act and Initial Registration Statement has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has heretofore been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act Commission; and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the CommissionCommission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”); the various parts of the Initial Registration Statement and the Company proposes to file or has Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Rule 424(b)Registration Statement”) a prospectus supplement ; the Preliminary Prospectus relating to the form of prospectus Shares that was included in such registration statement and has previously advised you of all information (financial and other) with respect the Registration Statement immediately prior to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement Applicable Time (as defined in Section 5.01(k)1(a)(iii) and any pricing supplement relating to a particular issuance of hereof) is hereinafter called the Issuance Shares (each, an “Issuance SupplementPricing Prospectus”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act; such final prospectus, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be form first filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, is hereinafter called the term “Prospectus”; and any “issuer free writing prospectus” shall refer to such revised prospectus from and after as defined in Rule 433 under the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement Act relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms is hereinafter called an “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.Issuer Free Writing Prospectus”;
Appears in 2 contracts
Samples: Francesca's Holdings CORP, Francesca's Holdings CORP
Registration. (a) The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “AVA”, and the Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”139239) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity certain other securities was filed with the requirements Commission in accordance with the provisions of the Securities Act and became effective automatically upon filing; and no other document with respect to the registration statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than (x) prospectuses filed pursuant to Rule 424(b) or Rule 433 of the rules and regulations of the Commission thereunderunder the Securities Act, and (iiy) filed with Current Reports on Form 8-K, each in the Commission under the Securities Act form heretofore delivered to BNYCMI and declared effective by the Commission not earlier other than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-statements referred to in paragraph (b) below). Such registration statement, in the form in which it became effective amendment (including the exhibits thereto, if any, has been issued, and, to but excluding the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A Statements of Eligibility on Form T-1) is hereinafter called the Securities Act has been initiated or threatened by the Commission“Registration Statement”; and the Company proposes prospectus relating to file or has the Shares in the form in which it was included in the Registration Statement at the time it became effective, as supplemented by the prospectus supplement containing the plan of distribution of the Shares, in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and ) is hereinafter called the “Prospectus,” respectively”, except that if any revised prospectus is provided to the Agent BNYCMI by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYCMI for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 2 contracts
Samples: Sales Agency Agreement, Sales Agency Agreement (Avista Corp)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700181353) (“which registration statement, as amended, became effective upon filing under Rule 462(c) under the “Original Registration Statement”) in respect Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 2 contracts
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc), Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “BXP”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700155309) (“the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Common Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Xxxxxx Xxxxxxx by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Xxxxxx Xxxxxxx for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Common Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 2 contracts
Samples: Sales Agency Financing Agreement, Sales Agency Financing Agreement (Boston Properties Inc)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “HST”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to the delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“188059), which contains a base prospectus, to be used in connection with the “Original Registration Statement”) in respect public offering and sale of the Common Shares Shares, has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to April 25, 2013 and became effective upon filing. Such registration statement, as amended, including the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment financial statements, exhibits and schedules thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A at each time of effectiveness under the Securities Act has been initiated or threatened by Act, including any required information deemed to be a part thereof at the Commission; and the Company proposes to file or has filed with the Commission time of effectiveness pursuant to Rule 424(b) 430B under the Securities Act (“Rule 424(b)”) a prospectus supplement to or the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Exchange Act, and the base prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares and filed pursuant to Rule 424(b) promulgated by the Commission under the Securities Act (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively. On or prior to April 25, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement2013, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares not already sold on or prior to April 25, 2013 pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 2 contracts
Samples: Sales Agency Financing Agreement (Host Hotels & Resorts, Inc.), Sales Agency Financing Agreement (Host Hotels & Resorts, Inc.)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700181353) (“which registration statement, as amended, became effective upon filing under Rule 462(c) under the “Original Registration Statement”) in respect Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Xxxxxxx Xxxxx by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Xxxxxxx Xxxxx for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 2 contracts
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc), Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) Partnership meets the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) and has prepared and filed with the rules Securities and regulations thereunder Exchange Commission (the “Commission”) the Registration Statement, including a related Base Prospectus, for registration under the registration Securities Act of the transactions contemplated by offering and sale of Common Units, including the Units. Such Registration Statement, including any amendments thereto filed prior to the Execution Time or prior to any such time this Agreement and (ii) representation is repeated or deemed to be made, has been subject declared or become effective under the Securities Act. The Partnership has filed with the Commission the Prospectus Supplement relating to the requirements of Section 12 of Units in accordance with Rule 424(b). As filed, the Exchange Act and has timely filed Prospectus contains or incorporates by reference all the material information required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and (ii) filed with and, except to the Commission under extent the Securities Act and declared effective by Managers shall agree in writing to a modification, shall be in all substantive respects in the Commission not earlier than three years form furnished to the Managers prior to the date hereof; no stop order suspending the effectiveness of the registration statement Execution Time or prior to any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to time this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, at each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated therein by reference therein pursuant to Item 12 of Form S-3 (the “Incorporated Documents”) which were filed under the Securities Act, in each caseExchange Act of 1934, as from time to time amended (the “Exchange Act”), on or supplementedbefore the Effective Date of the Registration Statement or the issue date of the Base Prospectus, are referred to herein the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms “Registration Statement” and the “Prospectusamend,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied with respect to the Registration Statement Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date hereof that is of the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or is the Prospectus, as the case may be, deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Registration. The (a) All shares (including Additional Shares) of Common Shares are registered Stock issued to the Investor pursuant to Section 12(bthis Agreement shall, at the time of such issuance and for so long thereafter as is required by this Agreement, be subject to an effective registration statement on Form S-3 or an equivalent thereof, covering both the issuance of Shares and Additional Shares by the Company to the Investor hereunder and the resale or other disposition thereof by the Investor at any time and from time to time after each such issuance. In addition, all Warrant Shares issued to any Warrant Holder (such term as used herein to be defined as in the Warrant) of pursuant to the Exchange Act and have been listed Warrant shall, on the Principal Market, subject earlier to notice occur of issuance. The Company (i) meets 180 days following the requirements for the use date of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been delivery to the Investor of the first Put Notice hereunder, be subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A an effective registration statement on Form S-3 (File No. 333-174700) (“or an equivalent thereof covering both the “Original Registration Statement”) in respect issuance of the Common Warrant Shares has been (i) prepared by the Company to any Warrant Holder and the Operating Partnership resale or other disposition thereof by any Warrant Holder at any time and from time to time after each such issuance. The Initial Share Number, Additional Shares and Warrant Shares shall be referred to collectively herein as the "Shares". The registration statements described in conformity this Section 1.5(a) (together with all amendments and supplements thereto, the requirements "Registration Statement") shall, in accordance with Section 1.5(b) below, remain effective pursuant to the provisions of Regulation 230.415 of the Securities Act and of 1933 (the rules and regulations "1933 Act") or otherwise, (x) in the case of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common covering Shares to be sold issued pursuant to this Agreement), at all times during the term of this Agreement and for a period of 90 days after termination of this Agreement or, if this Agreement is terminated during a Valuation Period, for a period of 90 days following the end of such Valuation Period, and (y) in the prospectus constituting part case of any Registration Statement covering the Warrant Shares at all times during the term of the Warrant and for a period of three years thereafter, but in any event not after the Investor or any Warrant Holder, as the case may be, in the reasonable opinion of its counsel, is free to sell such registration statement, together securities without compliance with the Prospectus Supplement registration provisions under the 1933 Act, and any applicable state securities laws (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Actapplicable, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the "Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration StatementPeriod").
Appears in 1 contract
Samples: Investment Agreement (Advanced Tissue Sciences Inc)
Registration. The Common Shares are registered pursuant to Section 12(bLaredo Parties have prepared and filed with the Securities and Exchange Commission (the “Commission”) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act 1933, as amended, and the rules and regulations of the Commission thereunderthereunder (collectively, the “Securities Act”) on Form S-3, an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) (File No. 333-187479), including a base prospectus (the “Base Prospectus”), relating to certain securities, including the Securities, and (iisuch registration statement became effective upon filing in accordance with Rule 462(e) filed with under the Commission Securities Act. Such registration statement, as amended by any post-effective amendments thereto as of the date of this Agreement, including the information, if any, deemed pursuant to Rule 430B under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness be part of the registration statement or 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 the Base Prospectus, as supplemented by any post-effective amendment thereto, if any, has been issued, and, prospectus supplement relating to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“that omits Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)430 Information, and the term “Prospectus” means the Base Prospectus, as supplemented by the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance 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 Issuance Shares (eachSecurities. Any reference in this Agreement to the Registration Statement, an “Issuance Supplement”), including all any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each caseas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as from time the case may be and any reference to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectusamend,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied supplement with respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the filing by Securities and Exchange Act of 1934, as amended (“Exchange Act”), and the Company with rules and regulations of the Commission of any document under the Exchange Act after the date hereof thereunder that is or is are deemed to be incorporated therein by reference; and any reference therein. Capitalized terms used but not defined herein shall have the meanings given to any amendment to such terms in the Registration Statement will be deemed to include any annual report on Form 10-K of and the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration StatementPricing Disclosure Package.
Appears in 1 contract
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700216480) (“the “Original Registration Statement”) in respect which registration statement, as amended, became effective upon filing under Rule 462(c) under the Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BofAML by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BofAML for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) Partnership meets the requirements for the use of Form S-3 F-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely prepared and filed all with the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700188387) (“on Form F-3, including a related Base Prospectus, for registration under the “Original Act of the offering and sale of the Units. Such Registration Statement”, including any amendments thereto and any related Rule 462(b) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) Registration Statement filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending Execution Time or prior to such time this representation is repeated or deemed to be made, has been declared or become effective under the effectiveness Act. Copies of such Registration Statement and each of the registration statement or any post-effective amendment amendments thereto, if any, has which are not publicly available at xxx.xxx.xxx have been issued, and, delivered by the Partnership to you. Any reference to the Company’s knowledgeBase Prospectus, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents or information incorporated by reference therein pursuant to Item 6 of Form F-3 under the filing by Act, as of the Company with date of such Base Prospectus, Prospectus Supplement or the Commission of Prospectus, as the case may be. Any reference to any amendment or supplement to the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof that is of the Base Prospectus, the Prospectus Supplement or is deemed to be the Prospectus, as the case may be, and incorporated therein by reference; and any reference in the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or the Operating Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Base Prospectus, the Prospectus Supplement or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of the Partnership, threatened by the Commission.
Appears in 1 contract
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “BXP”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700155309) (“the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Common Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Common Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Boston Properties Inc)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 F-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely prepared and filed all with the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700205643) (“on Form F-3, including a related Base Prospectus, for registration under the “Original Act of the offering and sale of the Shares. Such Registration Statement”, including any amendments thereto and any related Rule 462(b) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) Registration Statement filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending Execution Time or prior to such time this representation is repeated or deemed to be made, has been declared or become effective under the effectiveness Act. Copies of such Registration Statement and each of the registration statement or any post-effective amendment amendments thereto, if any, has which are not publicly available at xxx.xxx.xxx have been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened delivered by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinthe Manager. Such registration statement (and any further registration statements that may be filed by Any reference to the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Base Prospectus, and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents or information incorporated by reference therein pursuant to Item 6 of Form F-3 under the filing by Act, as of the Company with date of such Base Prospectus, Prospectus Supplement or the Commission of Prospectus, as the case may be. Any reference to any amendment or supplement to the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act Act, after the date hereof that is of the Base Prospectus, the Prospectus Supplement or is deemed to be the Prospectus, as the case may be, and incorporated therein by reference; and any reference in the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or filed with the Operating Partnership filed Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Base Prospectus, the Prospectus Supplement or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of the Company, threatened by the Commission.
Appears in 1 contract
Samples: Teekay Tankers Ltd.
Registration. The Common Shares are registered Statement”), filed pursuant to Section 12(bRule 462(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and of 1933, as amended (the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject “Act”), which became effective upon filing, no other document with respect to the requirements of Section 12 of Initial Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Exchange Act and has timely filed all the material required to be Commission (other than prospectuses filed pursuant to Section 13 and 14 Rule 424(b) of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by Act, each in the Commission not earlier than three years prior form heretofore delivered to the date hereofRepresentatives); and no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or any part thereof or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or or, to the knowledge of the Company, threatened by the CommissionCommission (the base prospectus filed as part of the Initial Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement relating to the Shares, is hereinafter called the “Base Prospectus”); and any preliminary prospectus (including any preliminary prospectus supplement) relating to the Company proposes to file or has Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act (is hereinafter called a “Preliminary Prospectus”); the various parts of the Initial Registration Statement and the Rule 424(b)”462(b) a Registration Statement, if any, including all exhibits thereto and including any prospectus supplement relating to the form Shares that is filed with the Commission and deemed by virtue of prospectus included in Rule 430A under the Act to be part of the Initial Registration Statement, each as amended at the time such registration statement part of the Initial Registration Statement became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Base Prospectus, as amended and has previously advised you of all information (financial and other) with respect supplemented immediately prior to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement Applicable Time (as defined in Section 5.01(k)1(a)(iii) and any pricing supplement hereof) is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection filed with the offering of the Common Shares that is not required to be filed by the Company Commission pursuant to Rule 424(b) promulgated by the Commission under the Securities ActAct in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Base Prospectus, the term “Pricing Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the any Preliminary Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing documents incorporated by reference therein pursuant to Items 28A or 29 of Form S-11 under the Company Act as of the date of such prospectus; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission of any document pursuant to Rule 424(b) under the Exchange Act Act, in each case after the date hereof that is of the Base Prospectus, such Preliminary Prospectus, or is deemed to be incorporated therein by referencethe Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will shall be deemed to refer to and include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement by filing a post-effective amendment to the Registration Statement.; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);
Appears in 1 contract
Samples: Underwriting Agreement (Park Hotels & Resorts Inc.)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol "EGP", and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has had timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatice shelf registration statement on Form S-3 (File Registration No. 333-174700159328) (“which registration statement, as amended, became effective upon filing under Rule 462(c) under the “Original Registration Statement”) in respect Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Xxxxxxx Xxxxx by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Xxxxxxx Xxxxx for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “SWX”, and, prior to the delivery of the first Issuance Notice, the Common Shares shall have been listed approved for listing on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to Agreement. On December 2, 2020, the requirements of Section 12 of Company filed with the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700251074) (“which registration statement became effective automatically upon filing pursuant to Rule 462(e) under the “Original Registration Statement”) in respect Securities Act for the registration under the Securities Act of the Common Shares has been (i) prepared by and other securities of the Company and the Operating Partnership in conformity with the requirements Southwest Gas Corporation, a wholly owned subsidiary of the Securities Act and Company. Except where the rules and regulations context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Commission thereunderAct, as such section applies to the Sales Agent, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii2) filed with the Commission under the Securities Act and declared effective any information contained or incorporated by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. “Rule 424(b)”) a Basic Prospectus” means the prospectus dated December 2, 2020 filed as part of the Registration Statement, including the documents incorporated by reference therein as of the date of such prospectus; “Prospectus Supplement” means the most recent prospectus supplement relating to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect Common Shares, to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for with the purpose of continuing Commission pursuant to Rule 424(b) under the offering of Act on or before the Common Shares upon expiration of the effectiveness of the Original Registration Statement second business day after the third anniversary date of its original effective date first use in connection with a public offering or for sale of Shares pursuant hereto (or such earlier time as may be required under the purpose of registering additional Common Shares to be sold pursuant to this AgreementAct), and in the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent form furnished by the Company for use to the Sales Agents in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term Shares; “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file means the Prospectus Supplement relating to (and any additional prospectus supplement prepared in accordance with the Issuance Shares pursuant to provision of Section 4.01 of this Agreement and filed in accordance with the provisions of Rule 424(b)) promulgated by together with the Commission under Basic Prospectus attached to or used with the Securities Act, as contemplated by Section 5.01(k) of this AgreementProspectus Supplement. As used in this Agreement, the terms “amendment” or “supplement” when applied Any reference herein to the Registration Statement or Statement, the Basic Prospectus, the Prospectus shall Supplement, the Prospectus or any Permitted Free Writing Prospectus shall, unless otherwise stated, be deemed to refer to and include the filing documents, if any, incorporated by the Company with the Commission of any document under the Exchange Act after the date hereof that is reference, or is deemed to be incorporated therein by reference; and any reference , therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statementsuch Incorporated Documents.
Appears in 1 contract
Samples: Sales Agency Agreement (Southwest Gas Holdings, Inc.)
Registration. The Common Shares are registered pursuant to Section 12(b) “Initial Offering” shall mean an approved firmly underwritten initial public offering and/or the listing for trading of the Exchange Act Company’s securities on a recognized stock exchange in the United States of America or on any other recognized stock exchange. For purpose of this Article 6, with respect to a listing for trading of the Company’s securities on a recognized stock exchange in the United States of America, the following provisions will apply (provided that if the Company undertakes an approved Initial Offering outside of the United States of America, the following rights will be modified as and have been listed on to the Principal Marketextent necessary to comply with the relevant jurisdiction). For purposes of this Section 6, subject to notice of issuance. The Company “Registrable Securities” shall mean (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration Common Stock of the transactions contemplated by this Agreement and Company issuable or issued to the Stockholders, (ii) has been subject to the requirements of Section 12 any Common Stock of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 Company issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared Company, acquired by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act Investors after the date hereof that is or is deemed to be incorporated therein by reference; and (iii) any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K Common Stock of the Company issued as (or issuable upon the Operating Partnership filed conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities in clauses (i) - (iii). Notwithstanding the foregoing, Registrable Securities shall not include any securities (x) for which registration rights have terminated pursuant to Section 13(a6.13 or (y) sold in a private transaction in which the transferor’s rights under Section 5 of this Agreement are not assigned. For purposes of this Article 6, “Registrable Securities then outstanding” shall mean the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or 15(dindirectly) of the Exchange Act after the applicable effective date or dates of the Registration Statement pursuant to then exercisable and/or convertible securities that is incorporated by reference in the Registration Statementare Registrable Securities.
Appears in 1 contract
Samples: Stockholders’ Agreement (AMCI Acquisition Corp. II)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “MDU”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File Registration No. 333-174700) (“104150), which registration statement, as amended, has been declared effective by the “Original Registration Statement”) in respect Commission for the registration of the up to $500,000,000 aggregate amount of Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of other securities under the Securities Act (of which $76,640,000 in total amount of securities has been issued and sold prior to the date of this Agreement) and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), as amended, and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Xxxxx Fargo by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Xxxxx Fargo for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Mdu Resources Group Inc)
Registration. The Common Shares are registered 2.1 To the extent that a Registration Statement filed pursuant to Section 12(b2.2 or a Shelf Registration Statement is not available to effect the proposed transaction, each of: (a) the Getty Family Investors that Beneficially Own at least a majority in interest of the Exchange Act then-outstanding number of Registrable Securities held by the Getty Family Investors (the “Getty Family Demanding Holders”); (b) the Kxxx Investors that Beneficially Own at least a majority in interest of the then-outstanding number of Registrable Securities held by the Kxxx Investors (the “Kxxx Demanding Holders”); (c) the Sponsor, (d) CC Capital and have been listed on (e) NBOKS; may request that the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 register under the Securities Act all or any portion of its Registrable Securities pursuant to a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time (each, a “Long-Form Registration”), provided that such Investor(s) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $50 million from such Long-Form Registration. Each request for a Long-Form Registration shall specify the number of Registrable Securities requested to be included in the Long-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with (or confidentially submit to) the rules and regulations thereunder for the registration SEC a Registration Statement on Form S-1 or any successor form thereto covering all of the transactions contemplated by this Agreement and (ii) has been subject to Registrable Securities that the requirements of Section 12 of the Exchange Act and has timely filed all the material required holders thereof have requested to be filed pursuant included in such Long-Form Registration within sixty (60) days after the date on which the initial request is given and shall use commercially reasonable efforts to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original cause such Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and Statement to be declared effective by the Commission not earlier than three years prior SEC as soon as practicable thereafter. Notwithstanding any other provision of this Agreement to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment theretocontrary, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes shall not be obligated to file or has filed with the Commission pursuant to Rule 424(bparticipate in more than four (4) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold Long-Form Registrations, pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement Section 2.1 in any twelve (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement12)-month period.
Appears in 1 contract
Samples: Registration Rights Agreement (Getty Images Holdings, Inc.)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the NYSE under the trading symbol “BXP”, and the Shares have been listed on the Principal MarketNYSE, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder Securities Act Regulations for the registration of the transactions contemplated by this Agreement and (ii) Agreement. The Company has been subject to filed with the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700272012) (“the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Shares of the Common Shares has been (i) prepared Company. The Original Registration Statement and each further registration statement filed by the Company for the purpose of registering additional Shares to be sold pursuant to this Agreement (or, on and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to after the date hereof; on which the Shares may no stop order suspending the effectiveness of the longer be offered and sold pursuant to any such registration statement, any such further registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreementfollowing such date), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Agent, the Forward Seller and the Forward Purchaser by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Agent, the Forward Seller and the Forward Purchaser for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Boston Properties LTD Partnership
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700103710) (“with respect to the “Original Registration Statement”) in respect of the Common Shares Units has been (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and (ii) been filed with the Commission under the Securities Act and declared (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto, if any, have been delivered by the Commission not earlier than three years prior Partnership to Xxxxxx Brothers Inc. As used in this Agreement, “Effective Time” means the date hereof; no stop order suspending and the effectiveness time as of which such registration statement, or the registration statement or any most recent post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened was declared effective by the Commission; and “Effective Date” means the Company proposes to file or has filed with date of the Commission pursuant to Rule 424(bEffective Time; “Preliminary Prospectus” means (i) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such or amendments thereto, before such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original became effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as (ii) any prospectus filed with the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Commission by the Company for use in connection Partnership with the offering consent of the Common Shares that is not required Xxxxxx Brothers Inc. pursuant to be Rule 424(a) of the Rules and Regulations, or (iii) any preliminary prospectus supplement, including the accompanying base prospectus, filed with the Commission by the Company Partnership with the consent of Xxxxxx Brothers Inc. pursuant to Rule 424(b) promulgated by of the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from Rules and Regulations after the time it is first provided effectiveness of such registration statement and prior to the Agent for such use. Promptly after the execution and initial delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating (as defined below) to the Issuance Shares pursuant Underwriters; “Registration Statement” means the registration statement referred to Rule 424(b) promulgated by the Commission under the Securities Actabove, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreementamended at the Effective Time, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference including all information contained in the Registration Statement.final prospectus filed with the
Appears in 1 contract
Samples: Underwriting Agreement (Sunoco Logistics Partners Lp)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700216480) (“the “Original Registration Statement”) in respect which registration statement, as amended, became effective upon filing under Rule 462(c) under the Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent WFS by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent WFS for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700216480) (“the “Original Registration Statement”) in respect which registration statement, as amended, became effective upon filing under Rule 462(c) under the Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BTIG by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BTIG for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. (a) The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “AVA”, and the Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”163609) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity certain other securities was filed with the requirements Commission in accordance with the provisions of the Securities Act and became effective automatically upon filing; and no other document with respect to the registration statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than (x) prospectuses filed pursuant to Rule 424(b) or Rule 433 of the rules and regulations of the Commission thereunderunder the Securities Act, and (iiy) filed with Current Reports on Form 8-K, each in the Commission under the Securities Act form heretofore delivered to BNYM and declared effective by the Commission not earlier other than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-statements referred to in paragraph (b) below). Such registration statement, in the form in which it became effective amendment (including the exhibits thereto, if any, has been issued, and, to but excluding the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A Statements of Eligibility on Form T-1) is hereinafter called the Securities Act has been initiated or threatened by the Commission“Registration Statement”; and the Company proposes prospectus relating to file or has the Shares in the form in which it was included in the Registration Statement at the time it became effective, as supplemented by the prospectus supplement containing the plan of distribution of the Shares, in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and ) is hereinafter called the “Prospectus,” respectively”, except that if any revised prospectus is provided to the Agent BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Agreement (Avista Corp)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “HST”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to the delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“166380), which contains a base prospectus, to be used in connection with the “Original Registration Statement”) in respect public offering and sale of the Common Shares Shares, has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending hereof and became effective upon filing. Such registration statement, as amended, including the effectiveness of the registration statement or any post-effective amendment financial statements, exhibits and schedules thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A at each time of effectiveness under the Securities Act has been initiated or threatened by Act, including any required information deemed to be a part thereof at the Commission; and the Company proposes to file or has filed with the Commission time of effectiveness pursuant to Rule 424(b) 430B under the Securities Act (“Rule 424(b)”) a prospectus supplement to or the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Exchange Act, and the base prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares and filed pursuant to Rule 424(b) promulgated by the Commission under the Securities Act (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Host Hotels & Resorts, Inc.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or If at any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and time the Company proposes to file a registration statement under the Act with respect to an offering of its Common Stock (other than a registration statement on Form S-4 or has filed with Form S-8 or any successor or similar forms), whether or not for sale for its own account, then the Commission pursuant Company each such time shall give the Holder ten (10) business days written notice before the filing thereof, which such notice shall offer the Holder the opportunity to register all of such Holder's Conversion Shares which do not qualify for an exemption from such registration under Rule 424(b) 144 under the Securities Act of 1933, as amended (“Rule 424(bthe "ACT") or a comparable or successor exemption from registration ("REGISTRABLE SHARES")”) a prospectus supplement to the form of prospectus included . The Company shall include in such registration statement and has previously advised you all of all information (financial and other) the Holder's Registrable Shares with respect to which the Company has received written request for inclusion within ten (10) business days after notice has been duly given by the Company. Notwithstanding the foregoing, the Company shall not be required to include the Holder's Registrable Shares if the managing underwriter or underwriters of such offering determine and advise the Company that inclusion of the Registrable Shares and any other shares having "piggyback" registration rights (the "OTHER SHARES") would likely adversely affect such offering. If the managing underwriter or underwriters determine that a portion of the Registrable Shares and Other Shares may be included in the offering, the Registrable Shares and the Other Shares shall be included in the registration on a pro rata basis (in relation to the number of such Registrable Shares and Other Shares so requested to be included in the offering). The Holders acknowledge that nothing contained herein shall require or obligate the Company to be set forth therein. Such cause any registration statement (and any further pursuant to which the Holder has exercised its "piggyback" registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold rights pursuant to this Agreement)EXHIBIT A to become effective or, and if declared effective, to maintain the prospectus constituting part effectiveness of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) Partnership meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely prepared and filed all with the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. .: 333-174700) (“175047), including a related Base Prospectus, for registration under the “Original Act of the offering and sale of the Units. Such Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) including any amendments thereto filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; Execution Time or prior to such time this representation is affirmed or deemed to be made, has been declared or become effective under the Act and no stop order suspending the effectiveness of the registration statement or Registration Statement, any post-effective amendment thereto, if any, thereto or any Rule 462(b) Registration Statement has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or or, to the knowledge of the DCP Parties, threatened by the Commission; and the Company proposes to file or . The Partnership has filed with the Commission pursuant the Prospectus Supplement relating to Rule 424(b) under the Securities Act (“Units in accordance with Rule 424(b)”) a prospectus supplement . As filed, the Prospectus contains all information required by the Act and the Rules and Regulations, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect furnished to the Company Manager prior to be set forth therein. Such registration statement (and the Execution Time or prior to any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to such time this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated representation is affirmed or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is affirmed or deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated therein by reference therein pursuant to Item 12 of Form S-3 S-3, which were filed under the Securities Act, in each case, as from time to time amended Exchange Act on or supplemented, are referred to herein as before the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering Effective Date of the Common Shares that is not required to be filed by Registration Statement or the Company pursuant to Rule 424(b) promulgated by issue date of the Commission under the Securities ActBase Prospectus, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating or the Prospectus, as the case may be; and any reference herein to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amend,” “amendment” or “supplement” when applied with respect to the Registration Statement Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date hereof that is of the Base Prospectus, the Prospectus Supplement or is the Prospectus, as the case may be, deemed to be incorporated therein by reference; and any reference to any amendment . If the Partnership files a successor registration statement with respect to the Units, after the effectiveness of any such registration statement, all references to “Registration Statement will Statement” included in this Agreement shall be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the Registration Statementfinal form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective.
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(bLaredo Parties have prepared and filed with the Securities and Exchange Commission (the “Commission”) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act 1933, as amended, and the rules and regulations of the Commission thereunderthereunder (collectively, the “Securities Act”) on Form S-3, an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) (File No. 333-230427), including a base prospectus (the “Base Prospectus”), relating to certain securities, including the Securities, and (iisuch registration statement became effective upon filing in accordance with Rule 462(e) filed with under the Commission Securities Act. Such registration statement, as amended by any post-effective amendments thereto as of the date of this Agreement, including the information, if any, deemed pursuant to Rule 430B under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness be part of the registration statement or 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 the Base Prospectus, as supplemented by any post-effective amendment thereto, if any, has been issued, and, prospectus supplement relating to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“that omits Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)430 Information, and the term “Prospectus” means the Base Prospectus, as supplemented by the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance 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 Issuance Shares (eachSecurities. Any reference in this Agreement to the Registration Statement, an “Issuance Supplement”), including all any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each caseas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as from time the case may be and any reference to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectusamend,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied supplement with respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the filing by Securities and Exchange Act of 1934, as amended (“Exchange Act”), and the Company with rules and regulations of the Commission of any document under the Exchange Act after the date hereof thereunder that is or is are deemed to be incorporated therein by reference; and any reference therein. Capitalized terms used but not defined herein shall have the meanings given to any amendment to such terms in the Registration Statement will be deemed to include any annual report on Form 10-K of and the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration StatementPricing Disclosure Package.
Appears in 1 contract
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700216480) (“the “Original Registration Statement”) in respect which registration statement, as amended, became effective upon filing under Rule 462(c) under the Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Jefferies by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Jefferies for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. (a) The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) Registration Statement has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission SEC not earlier than three years prior to the date hereof; such Registration Statement and any post-effective amendment thereto, became effective on filing and is currently effective; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge threatened by the SEC, and no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or thereto pursuant to Section 8A of Rule 401(g)(2) under the Securities Act has been initiated or threatened received by the Commission; Company. The Company, if required by the rules and regulations of the Company proposes to SEC, shall file or has filed the Prospectus Supplement with the Commission SEC pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement . Any reference herein to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date Prospectus or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) shall be deemed to refer to and any pricing supplement relating to a particular issuance of include the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time of the date of such prospectus. Any reference to time amended any amendment or supplemented, are referred supplement to herein as the “Prospectus or the Prospectus Supplement shall be deemed to refer to and include any post-effective amendment to the Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided supplement relating to the Agent by the Company for use in connection Purchased Shares and American Depositary Shares filed with the offering of the Common Shares that is not required to be filed by the Company SEC pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from Act and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document documents filed under the Exchange Act Act, and incorporated therein, in each case after the date hereof that is of the Prospectus or is deemed to be incorporated therein by referencesuch Preliminary Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will shall be deemed to refer to and include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Registration. The Common Shares are registered Upon request by Stockholder made in writing at any time following the date that is six (6) months from the Initial Closing (as defined in the Purchase Agreement), the Company shall, within forty-five (45) days of its receipt of such request, prepare and file with the SEC a registration statement for the public resale by Stockholder of the Registrable Stock on a continuous or delayed basis pursuant to Section 12(bRule 415 under the Securities Act, in respect of which the Company may use a Form S-3 registration statement (or any successor short form registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) (“Form S-3”) or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Exchange Act Registrable Stock (the “Registration Statement”), and have been listed on shall use all reasonable efforts to cause the Principal MarketRegistration Statement to become effective as promptly as practicable and no later than the date that is one hundred twenty (120) days after it files the Registration Statement with the SEC, subject and to notice remain continuously effective for the lesser of issuance. The Company (i) meets the requirements for the use of Form S-3 period during which all Registrable Stock registered under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and such Registration Statement are sold or (ii) has been subject three (3) years; provided, however, no filing of such Registration Statement shall be required during any Blackout Period. The plan of distribution indicated in the Registration Statement will include all such transactions as Stockholder may reasonably request in writing prior to the requirements of Section 12 filing of the Exchange Act Registration Statement and has timely filed all that can be included in the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and Statement under the rules and regulations of the Commission thereunderSEC. In the case that Stockholder determines to have an underwritten offering, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior subject to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined limitations contained in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement4, the Company will prepare and file the Prospectus Supplement relating use all reasonable efforts to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” promptly amend or “supplement” when applied to supplement the Registration Statement or as reasonably required in connection with such underwriting, provided, however, that such requested underwriting is for the Prospectus sale of an amount of shares of Registrable Stock reasonably expected to result in gross proceeds in excess of $5,000,000, subject to the provisions of Section 2(b). Stockholder shall be deemed entitled to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed make no more than two (2) requests pursuant to this Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement2(a).
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) Partnership meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely prepared and filed all with the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. Number: 333-174700) (“211161), including a related Base Prospectus, for registration under the “Original Act of the offering and sale of Common Units, including the Units, and such Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) including any amendments thereto filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if anyExecution Time, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or become effective. The Partnership has filed with the Commission pursuant the Prospectus Supplement relating to Rule 424(b) under the Securities Act (“Units in accordance with Rule 424(b)”) a prospectus supplement . As filed, the Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Managers agree in writing to a modification, shall be in all substantive respects in the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect furnished to the Company Managers prior to be set forth therein. Such registration statement (and the Execution Time or prior to any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to such time this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, at each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153, or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated therein by reference therein pursuant to Item 12 of Form S-3 S-3, which were filed under the Securities Act, in each case, as from time to time amended Exchange Act on or supplemented, are referred to herein as before the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering Effective Date of the Common Shares that is not required to be filed by Registration Statement or the Company pursuant to Rule 424(b) promulgated by issue date of the Commission under the Securities ActBase Prospectus, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating or the Prospectus, as the case may be; and any reference herein to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amend,” “amendment” or “supplement” when applied with respect to the Registration Statement Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date hereof that is of the Base Prospectus, the Prospectus Supplement or is the Prospectus, as the case may be, deemed to be incorporated therein by reference; and any reference to any amendment . If the Partnership files a successor registration statement with respect to the Units, after effectiveness of any such registration statement, all references to “Registration Statement will Statement” included in this Agreement shall be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the Registration Statementfinal form of prospectus, including all documents included therein by reference, included in any such registration statement at the time such registration statement became effective.
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 F-3 (File No. 333-174700) 204616), including a prospectus (“hereinafter referred to as the “Original Registration StatementBase Prospectus”) in respect of the Common Shares Units has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no the Base Prospectus and any post-effective amendment thereto, each in the form heretofore delivered to the Manager, have been declared effective by the Commission in such form. Such registration statement, as amended, entered into in connection with a specific offering of the Units and including any documents incorporated by reference therein, including exhibits and financial statements and any prospectus supplement relating to the Units that is filed with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act (as such term is defined herein) and deemed part of such registration statement pursuant to Rule 430B under the Securities Act, is hereinafter referred to as the “Registration Statement.” The Partnership meets the requirements of the Securities Act for the use of the Form F-3. No stop order suspending the effectiveness of the registration statement Registration Statement, any part thereof or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; . The prospectus supplement which describes the Units and the Company proposes offering thereof is hereinafter called the “Prospectus Supplement.” The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form first filed pursuant to file Rule 424(b) under the Securities Act in accordance with Section 6(k) hereof, is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus, Prospectus Supplement or has 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 date of such prospectus; any reference to any amendment or supplement to the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Units filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be documents filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act (as such term is defined herein), and incorporated therein, in each case after the date hereof that is of the Base Prospectus, the Prospectus Supplement or is deemed to be incorporated therein by referencethe Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will shall be deemed to refer to and include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement. Any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to the Units is hereinafter called an “Issuer Free Writing Prospectus.” No order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission.
Appears in 1 contract
Samples: Equity Distribution Agreement (Golar LNG Partners LP)
Registration. The Common Shares are registered pursuant to Section 12(b) of BioLase hereby agrees that in the Exchange Act and have been listed on event it is ------------ determined by the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of Internal Revenue Service that the transactions contemplated by this Agreement and (iido not qualify as a tax-free reorganization under Section 368(a) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all IRC, it will within sixty (60) days after the material required to be filed pursuant to Section 13 and 14 written request of Shareholders holding a majority of the Exchange Act for Shares ("Majority Shareholders") following such a period of more than 12 calendar months. A determination prepare and file and thereafter prosecute diligently to effectiveness a registration statement on Form S-3 under the Securities Act of 1933, as amended (File No. 333-174700) (“the “Original Registration Statement”"Securities Act") in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity order to provide LSTI with a current prospectus meeting the requirements of the Securities Act and covering the rules and regulations resale of no less than one-half (1/2) of the Commission thereunderShares held by the Shareholders at the time such registration statement is filed. In addition, and (ii) filed with in the Commission event it is determined that any of the Shareholders may not avail themselves of the provisions of Rule 144 promulgated under the Securities Act and declared effective by generally available to holders of restricted securities in order to resell Shares (for reasons other than their status as "affiliates" under Rule 144), BioLase hereby agrees it will within sixty (60) days after the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness written request of the Majority Shareholders (which request may not be made during the ten months immediately following the Closing Date) following such a determination prepare and file and thereafter prosecute diligently to effectiveness a registration statement or any post-effective amendment theretounder the Securities Act of 1933, if any, has been issued, and, as amended (the "Securities Act") in order to provide the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A Shareholders with a current prospectus meeting the requirements of the Securities Act has been initiated or threatened and covering the resale of all Shares held by such Shareholders at the Commission; and the Company proposes to file or has time such registration statement is filed. No registration statement need be filed with the Commission pursuant to this Section 4.7 and Shares need not be included within the coverage of any such registration statement that is filed to the extent each Shareholder is then able pursuant to the provisions of Rule 424(b) 144 under the Securities Act (“Rule 424(b)”) a prospectus supplement to immediately offer and sell Shares which BioLase would otherwise be required to register pursuant to the form provisions of this Section 4.1. LSTI and the Shareholders shall cooperate fully with BioLase in the preparation of any such registration statement and shall respond promptly and accurately to all reasonable requests from BioLase for information for inclusion in or otherwise related to such registration statement. In connection with the registration of Shares pursuant to this Section 4.1, BioLase shall indemnify LSTI, its Affiliates and the Shareholders against all losses, claims, damages, expenses and liabilities caused by or arising out of any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus included (as amended or supplemented) relating to such registration statement, or caused by any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made, unless such statement or omission was made in reliance upon and in conformity with information furnished to BioLase by LSTI or any Shareholder, respectively, specifically for use therein. LSTI and each of the Shareholders shall indemnify BioLase and its officers, directors, stockholders and other persons controlling, controlled by or under common control with BioLase with respect to losses, claims, damages, expenses and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (as amended or supplemented) relating to such registration statement, or caused by any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made to the extent such statement or omission was made in reliance upon and in conformity with information furnished by such Shareholder to BioLase specifically for use in such registration statement and has previously advised you of all information (financial and other) with or prospectus. If the indemnification provided for in this Section 4.1 is unavailable to an indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to herein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed amount paid or payable by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part such indemnified party as a result of such registration statementlosses, together with the Prospectus Supplement (claims, damages, liabilities or expenses in such proportion as defined in Section 5.01(k)) and any pricing supplement relating is appropriate to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use reflect their relative fault in connection with the offering statements or omissions that resulted in such losses, claims, damages, liabilities or expenses. The relative fault shall be determined by reference to, among other things, who supplied the information to which the untrue or alleged untrue statement of material facts or the Common Shares that is not required omission or alleged omission to be filed state a material fact relates and the parties' relative intent, knowledge, access to information and opportunity to correct such statement or omission. All expenses of any registration referred to in this Section 4.1, except fees and disbursements of counsel for and other advisors to LSTI or the Shareholders, underwriting or brokerage commissions or discounts in connection with sales by LSTI or the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from Shareholders and after the time it is first provided any transfer or other taxes applicable to the Agent for such use. Promptly after the execution and delivery transfer of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement LSTI or the Prospectus Shareholders, shall be deemed to include the filing borne by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration StatementBioLase.
Appears in 1 contract
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700216480) (“the “Original Registration Statement”) in respect which registration statement, as amended, became effective upon filing under Rule 462(c) under the Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) Partnership meets the requirements for the use of Form S-3 under the Securities Act Act. The Partnership has prepared and filed with the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement (File Number 333-214964) on Form S-3 (File No. 333-174700including a related Base Prospectus) (“for registration of the “Original offering and sale of Class A Shares, including the Shares, under the Act, and such Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) including any amendments thereto filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement Execution Time or prior to any post-effective amendment thereto, if anysuch time this representation is repeated or deemed to be made, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or become effective. The Partnership has filed with the Commission pursuant the Prospectus Supplement relating to Rule 424(b) under the Securities Act (“Shares in accordance with Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)As filed, and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined contains all information required by the Act and the rules thereunder and, except to the extent the Managers shall agree in Section 5.01(k)) and any pricing supplement relating writing to a particular issuance of modification, shall be in all substantive respects in the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated form furnished to the Managers prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, at each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153, or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, met or will meet the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated therein by reference therein pursuant to Item 12 of Form S-3 S-3, which were filed under the Securities Act, in each case, as from time to time amended Exchange Act on or supplemented, are referred to herein as before the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering Effective Date of the Common Shares that is not required to be filed by Registration Statement or the Company pursuant to Rule 424(b) promulgated by issue date of the Commission under the Securities ActBase Prospectus, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating or the Prospectus, as the case may be; and any reference herein to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amend,” “amendment” or “supplement” when applied with respect to the Registration Statement Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date hereof that is of the Base Prospectus, the Prospectus Supplement or is the Prospectus, as the case may be, deemed to be incorporated therein by reference; and any reference to any amendment . If the Partnership files a successor registration statement with respect to the Shares, after the effectiveness of any such registration statement, all references to “Registration Statement will Statement” included in this Agreement shall be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed such new registration statement, including all documents incorporated by reference therein pursuant to Section 13(a) or 15(d) Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the Exchange Act after final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the applicable effective date or dates of time such registration statement became effective. As used herein, the Registration Statement term “Incorporated Documents” means the documents that is at the time are incorporated by reference in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus or any amendment or supplement thereto.
Appears in 1 contract
Samples: Equity Distribution Agreement (Plains Gp Holdings Lp)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “AVB”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700) (“157627; the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Xxxxxxx Xxxxx by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Xxxxxxx Xxxxx for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Avalonbay Communities Inc)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700193974) (“the “Original Registration Statement”) in respect which registration statement, as amended, became effective upon filing under Rule 462(c) under the Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 F-3 (File No. 333-174700137697) (“the “Original Registration Statement”) in with respect of to the Common Shares Units being sold by the Partnership has been (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and (ii) been filed with the Commission under the Securities Act and declared (iii) become effective under the Act. Copies of such registration statement and each of the amendments thereto, if any, have been delivered by the Commission not earlier than three years prior Partnership to you. As used in this Agreement, “Applicable Time” means 7:30 a.m. (New York City time) on the date hereofof this Agreement; no stop order suspending the effectiveness “Effective Date” means each date and time as of the which such registration statement or statement, any post-effective amendment thereto, if any, has been issued, and, or amendments thereto and any registration statement or amendments thereto filed pursuant to Rule 462(b) of the Rules and Regulations relating to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A offering of the Securities Act has been initiated Units was or threatened is declared effective by the Commission; “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Units; “Pricing Disclosure Package” means, as of the Applicable Time, the base prospectus comprising a part of the Registration Statement, together with the documents incorporated by reference into the Prospectus, each Issuer Free Writing Prospectus filed with the Commission by the Partnership on or before the Applicable Time and the Company proposes number of Units, the pricing information and the Closing Date (as defined in Section 3), which are set forth on Annex 1 hereto; “Registration Statement” means, collectively, the various parts of such registration statement, each as amended as of the Effective Date for such part, including the Prospectus, and all exhibits to file or has such registration statement; and “Prospectus” means the final prospectus supplement relating to the Units, including the accompanying base prospectus, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations. Reference made herein to the Pricing Disclosure Package or to the Prospectus shall be deemed to refer to and include any information incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act (“Rule 424(b)”) a prospectus Act, as of the date of the Pricing Disclosure Package or the Prospectus, as the case may be, and any reference to any amendment or supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement Pricing Disclosure Package or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date hereof that is of the Pricing Disclosure Package or is deemed to be the Prospectus, as the case may be, and incorporated therein by referencereference in the Pricing Disclosure Package or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or the Operating Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Pricing Disclosure Package or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or threatened by the Commission. The Partnership meets the requirements for use of Form F-3 under the Act.
Appears in 1 contract
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “BXP”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700196491) (“the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared of the Company. The Original Registration Statement and each further registration statement filed by the Company for the purpose of registering additional Common Shares to be sold pursuant to this Agreement (or, on and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to after the date hereof; on which the Common Shares may no stop order suspending the effectiveness of the longer be offered and sold pursuant to any such registration statement, any such further registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreementfollowing such date), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Common Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Common Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Boston Properties Inc)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “GLPI,” and the Shares have been listed on the Principal Market, subject Market prior to notice delivery of issuancethe first Transaction Notice hereunder. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and the Master Forward Confirmation and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700) (“266814; the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Shares of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an a “Issuance Pricing Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to Sales Agent or the Agent Forward Seller by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to Sales Agent or the Agent Forward Seller for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used References in this AgreementAgreement to the Registration Statement, any preliminary prospectus and the terms 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 Prospectus, as the case may be and any reference to “amend,” “amendment” or “supplement” when applied with respect to the Registration Statement Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document documents filed after such date under the Exchange Act after the date hereof that is or is are deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statementtherein.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Gaming & Leisure Properties, Inc.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely prepared and filed all with the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700208375) (“on Form S-3, including a related Base Prospectus, for registration under the “Original Act of the offering and sale of the Shares. Such Registration Statement”, including any amendments thereto and any related Rule 462(b) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) Registration Statement filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending Execution Time or prior to such time this representation is repeated or deemed to be made, has been declared or become effective under the effectiveness Act. Copies of such Registration Statement and each of the registration statement or any post-effective amendment amendments thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by which are not publicly available via the Commission; 's Electronic Data Gathering Analysis and the Company proposes to file or has filed with the Commission pursuant to Rule 424(bRetrieval ("XXXXX") under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to System, have been delivered by the Company to be set forth thereinthe Manager. Such registration statement (and any further registration statements that may be filed by Any reference to the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Base Prospectus, and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of or the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or Prospectus shall be deemed to be refer to and include any documents or information incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each caseas of the date of such Base Prospectus, Prospectus Supplement or the Prospectus, as from time the case may be. Any reference to time amended any amendment or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided supplement to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities ActBase Prospectus, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document filed under the Exchange Act Act, after the date hereof that is of the Base Prospectus, the Prospectus Supplement or is deemed to be the Prospectus, as the case may be, and incorporated therein by reference; and any reference in the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or filed with the Operating Partnership filed Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Base Prospectus, the Prospectus Supplement or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of the Company, threatened by the Commission.
Appears in 1 contract
Samples: Terms Agreement (Dorian LPG Ltd.)
Registration. The Common Shares are registered pursuant If at any time during the Exercise Period, the Company shall determine to Section 12(b) of prepare and file with the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 Commission a registration statement under the Securities Act and of 1933, as amended (the rules and regulations thereunder “Securities Act”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than (i) any registration of statement (or amendment thereto) filed by the transactions contemplated by this Agreement and Company but which has not been declared effective on or before the Issue Date; (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A any registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(bsuccessor form) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering effecting offers and sales of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date securities on a continuous or for the purpose of registering additional Common Shares to be sold delayed basis pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement Rule 415(a) (as defined in Section 5.01(k)ix) and any pricing supplement relating to a particular issuance of the Issuance Shares or (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 x) under the Securities Act, ; or (iii) a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in each case, as from time to time amended connection with any acquisition of any entity or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use business or equity securities issuable in connection with the offering stock option or other employee benefit plans, then the Company shall send to each holder of this Warrant (a “Holder”) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Warrant Shares which such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Common registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (A) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares that is in connection with such registration (but not from its obligation to pay expenses in accordance with Section 6.5 hereof), and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 6.1 for the same period as the delay in registering such other securities. Notwithstanding the foregoing, the Company shall not be required to be filed by the Company register any Warrant Shares pursuant to this Section 6.1 that are eligible for resale pursuant to Rule 424(b144(b) promulgated by the Commission under the Securities ActAct or that are the subject of a then effective registration statement. For the purpose of the foregoing, inclusion of the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Warrant Shares pursuant to Rule 424(b) promulgated by the Commission Holder in a registration statement under a condition that the Securities Act, as contemplated by Section 5.01(k) offer and/or sale of this Agreement. As used in this Agreement, such Warrant Shares not commence until a date not to exceed 90 days from the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus effective date of such registration statement shall be deemed to include the filing by the Company be in compliance with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10this sub-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statementparagraph.
Appears in 1 contract
Samples: Series C Consent and Voting Agreement (Authentidate Holding Corp)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 S-1 (File No. 333-174700128880) (“the “Original Initial Registration Statement”) in respect of the Common Shares Units has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Securities and Exchange Commission under (the Securities Act “Commission” or the “SEC”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission not earlier in such form; other than three years prior a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the date hereofInitial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the CommissionCommission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Company proposes to file or has Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (“in accordance with Section 5(a) hereof and deemed by virtue of Rule 424(b)”) a prospectus supplement to 430A under the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company Act to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering part of the Common Shares upon expiration Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the effectiveness Initial Registration Statement became effective or such part of the Original Rule 462(b) Registration Statement after the third anniversary of its original effective date Statement, if any, became or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplementedhereafter becomes effective, are referred to herein as hereinafter collectively called the “Registration Statement” and ”; the Preliminary Prospectus dated January 13, 2006 relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus,” respectively”; the final prospectus, except that if any revised prospectus is provided to in the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be form first filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, is hereinafter called the term “Prospectus”; and any “issuer free writing prospectus” shall refer to such revised prospectus from and after as defined in Rule 433 under the time it is first provided Act relating to the Agent for such useUnits is hereinafter called an “Issuer Free Writing Prospectus”). Promptly after the execution and delivery For purposes of this Agreement, “Applicable Time” means 5:40 p.m. (New York City time) on the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) date of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700170390) (“the “Original Initial Registration Statement”) in respect of the Common Shares Units has been filed with the Securities and Exchange Commission (i) prepared the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, but including all documents incorporated by reference therein, for each of the other Underwriters, have been declared effective by the Company and Commission in such form; other than a registration statement, if any, increasing the Operating Partnership in conformity with size of the requirements of offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act and of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective previously approved by the Commission not earlier than three years prior to representatives of the date hereofUnderwriters); and no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or or, to the knowledge of the Partnership Entities, threatened by the Commission; and Commission (the Company proposes base prospectus filed as part of the Initial Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to file or has the date of this Agreement relating to the Units, is hereinafter called the “Basic Prospectus;” any preliminary prospectus (including any preliminary prospectus supplement) relating to the Units filed with the Commission pursuant to Rule 424(b) under the Securities Act (is hereinafter called a “Preliminary Prospectus;” the various parts of the Initial Registration Statement and the Rule 424(b)”462(b) a Registration Statement, if any, including all exhibits thereto and including any prospectus supplement relating to the form Units that is filed with the Commission and deemed by virtue of prospectus included in Rule 430B under the Act to be part of the Initial Registration Statement, each as amended at the time such registration statement part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement;” the Basic Prospectus, as amended and has previously advised you of all information (financial and other) with respect supplemented immediately prior to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement Applicable Time (as defined in Section 5.01(k)below) and any pricing supplement is hereinafter called the “Pricing Prospectus;” the final prospectus relating to a particular issuance of the Issuance Shares (eachUnits filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus;” any reference herein to the Registration Statement, an “Issuance Supplement”)the Basic Prospectus, including all the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as (the “Registration Statement” and the “Prospectus,” respectively, except that if Incorporated Documents”); any revised prospectus is provided reference to any amendment or supplement to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities ActBasic Prospectus, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the any Preliminary Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the filing by Registration Statement, any prospectus supplement relating to the Company Units filed with the Commission of any document pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date hereof that is of the Basic Prospectus, such Preliminary Prospectus or is deemed to be incorporated therein by referencethe Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will shall be deemed to refer to and include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Units is hereinafter called an “Issuer Free Writing Prospectus”). For purposes of this Agreement, the “Applicable Time” is 9:00 p.m. (New York City time) on the date of this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “BXP”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700218460) (“the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared of the Company. The Original Registration Statement and each further registration statement filed by the Company for the purpose of registering additional Common Shares to be sold pursuant to this Agreement (or, on and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to after the date hereof; on which the Common Shares may no stop order suspending the effectiveness of the longer be offered and sold pursuant to any such registration statement, any such further registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreementfollowing such date), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Common Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Common Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Boston Properties Inc)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement shall amend its resale Registration Statement on Form S-3 (S-1, File No. 333-174700) 249998, filed with the Securities and Exchange Commission (“the “Original Registration StatementForm S-1”) in respect to include the Shares and the Purchaser as a selling stockholder therein (the “S-1 Amendment”), and shall use its commercially reasonable efforts to cause the Form S-1 to become effective as soon as practicable and thereafter to maintain the effectiveness thereof for three (3) years from the date it is first declared effective. If for any reason the Form S-1 is withdrawn by the Company or otherwise does not become effective, and the Company proposes to register the offer and sale of any shares of its Common Stock under the Common Shares has been Securities Act (other than a registration (i) prepared by pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the Operating Partnership form of Registration Statement to be used may be used for any registration of Shares (a “Piggyback Registration Statement”), the Company shall give prompt written notice (in conformity any event no later than thirty (30) days prior to the filing of such Registration Statement) to the Purchaser of its intention to effect such a registration and shall include in such registration all Shares with respect to which the requirements Company has received written requests for inclusion from the Purchaser within ten (10) days after the Company’s notice has been given to the Purchaser. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Securities Act Company’s securities, and the rules and regulations managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the Commission thereunderoffering, the Company will include in such registration a pro rata share of the Shares requested to be included in such Piggyback Registration Statement as calculated by dividing the number of Shares requested to be included in such Piggyback Registration Statement by the number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Shares shall continue to have registration rights on the terms set forth above in connection with any future Piggyback Registration Statement with respect to any Shares not so included in such Registration Statement. Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration Statement and prior to the effective date of the Piggyback Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Purchaser and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares in connection with such registration, and (ii) filed with in the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior case of determination to the date hereof; no stop order suspending the effectiveness of the registration statement or delay registering, shall be permitted to delay registering any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company Shares for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein same period as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use delay in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to registering such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statementother securities.
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (Gaming Technologies, Inc.)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700216480) (“the “Original Registration Statement”) in respect which registration statement, as amended, became effective upon filing under Rule 462(c) under the Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Baird by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Baird for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 S-1 (File No. 333-174700128880) (“the “Original Initial Registration Statement”) in respect of the Common Shares Units has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Securities and Exchange Commission under (the Securities Act “Commission” or the “SEC”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, have been declared effective by the Commission not earlier in such form; other than three years prior a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act”), which became effective upon filing, no other document with respect to the date hereofInitial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the CommissionCommission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Company proposes to file or has Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (“in accordance with Section 5(a) hereof and deemed by virtue of Rule 424(b)430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the "Registration Statement”) a prospectus supplement ; the Preliminary Prospectus dated January [ ], 2006 relating to the form of prospectus Units that was included in such registration statement and has previously advised you of all information (financial and other) with respect the Registration Statement immediately prior to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement Applicable Time (as defined in Section 5.01(k)below) and any pricing supplement relating to a particular issuance of is hereinafter called the Issuance Shares (each, an “Issuance SupplementPricing Prospectus”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under ; the Securities Actfinal prospectus, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be form first filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, is hereinafter called the term “Prospectus”; and any “issuer free writing prospectus” shall refer to such revised prospectus from and after as defined in Rule 433 under the time it is first provided Act relating to the Agent for such useUnits is hereinafter called an “Issuer Free Writing Prospectus”). Promptly after the execution and delivery For purposes of this Agreement, "Applicable Time” means [___] p.m. (New York City time) on the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) date of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Common Unit Purchase Agreement (Calumet Specialty Products Partners, L.P.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700158589) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Citi by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Citi for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Brandywine Operating Partnership Lp /Pa)
Registration. The Common Shares are registered (a) On or prior to the Required Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuanceRule 415. The Company (i) meets the requirements for the use of Registration Statement shall be on Form S-3 under (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder) and regulations thereunder shall contain (except if otherwise directed by the Purchasers) the "Plan of Distribution" substantially in the form attached hereto as Exhibit B. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement (except for (A) securities which are subject to a written registration rights agreement entered into by the registration Company prior to April 16, 2007, and which are identified on Schedule 2.1(c) to the Purchase Agreement, and (B) securities hereafter issued by the Company all or part of the transactions contemplated proceeds of which are used by this Agreement and the Company to repay the Notes in full), (ii) has been subject use its commercially reasonable best efforts to cause the requirements Registration Statement to be declared effective under the Securities Act (including filing with the Commission a request for acceleration of Section 12 of effectiveness in accordance with Rule 12d1-2 promulgated under the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 within five (5) Business Days of the Exchange date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be "reviewed," or not be subject to further review) as soon as possible after the filing thereof, but in any event prior to the Effectiveness Date, and (iii) keep such Registration Statement continuously effective under the Securities Act for a period of more than 12 calendar months. A registration statement on Form S-3 two years from the Closing Date (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b"Effectiveness Period")”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Nascent Wine Company, Inc.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely prepared and filed all with the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700227915) (“on Form S-3, including a related Base Prospectus, for registration under the “Original Act of the offering and sale of the Shares. Such Registration Statement”, including any amendments thereto and any related Rule 462(b) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) Registration Statement filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending Execution Time or prior to such time this representation is repeated or deemed to be made, has been declared or become effective under the effectiveness Act. Copies of such Registration Statement and each of the registration statement or any post-effective amendment amendments thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by which are not publicly available via the Commission; ’s Electronic Data Gathering Analysis and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act Retrieval (“Rule 424(b)EXXXX”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to System, have been delivered by the Company to be set forth thereinthe Managers. Such registration statement (and any further registration statements that may be filed by Any reference to the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Base Prospectus, and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of or the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or Prospectus shall be deemed to be refer to and include any documents or information incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each caseas of the date of such Base Prospectus, Prospectus Supplement or the Prospectus, as from time the case may be. Any reference to time amended any amendment or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided supplement to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities ActBase Prospectus, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document filed under the Exchange Act Act, after the date hereof that is of the Base Prospectus, the Prospectus Supplement or is deemed to be the Prospectus, as the case may be, and incorporated therein by reference; and any reference in the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or filed with the Operating Partnership filed Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Base Prospectus, the Prospectus Supplement or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of the Company, threatened by the Commission.
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of Statement” and, after such filing, the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (term “the “Original Registration Statement”” shall include the Rule 462(b) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years Registration Statement. Each prospectus used prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment theretoRegistration Statement, if any, has been issued, and, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the Company’s knowledgeexecution and delivery of this Agreement, no proceeding for that purpose or pursuant to Section 8A of is herein called a “preliminary prospectus.” The final prospectus, in the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement form first furnished to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company Underwriters for use in connection with the offering of the Common Shares that Securities, is not required herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any documents incorporated by reference therein, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed by with the Company Commission pursuant to Rule 424(bits Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) promulgated by in the Commission under the Securities ActRegistration Statement, the term “preliminary prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated by reference in the Registration Statement, the preliminary prospectus or the Prospectus” shall refer , as the case may be, prior to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare ; and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used all references in this Agreement, the terms “amendment” Agreement to amendments or “supplement” when applied supplements to the Registration Statement Statement, the preliminary prospectus or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Securities Exchange Act after of 1934, as amended, and the date hereof that is or is deemed to be incorporated therein by reference; rules and any reference to any amendment to regulations promulgated thereunder (collectively, the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is “1934 Act”), incorporated by reference in the Registration Statement., the preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement. As used in this Agreement:
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-17470083952) (“with respect to the “Original Registration Statement”) in respect of the Common Shares Units has been (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and (ii) been filed with the Commission under the Securities Act Act, and declared (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto, if any, have been delivered by the Commission not earlier than three years prior Partnership to the Representatives. As used in this Agreement, “Effective Time” means the date hereof; no stop order suspending and the effectiveness time as of which such registration statement, or the registration statement or any most recent post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means (i) the prospectus included in such registration statement, or amendments thereto, before such registration statement became effective under the Securities Act, (ii) any prospectus filed with the Commission by the Partnership with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations, or (iii) any preliminary prospectus supplement, including the Company proposes accompanying base prospectus, filed with the Commission by the Partnership with the consent of the Representatives after the effectiveness of such registration statement pursuant to file or has Rule 424(b) of the Rules and Regulations; “Registration Statement” means the registration statement referred to above, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) under of the Securities Act (“Rule 424(b)”) Rules and Regulations and deemed to be a prospectus supplement to part of the form of prospectus included in such registration statement as of the Effective Time pursuant to Rule 430A of the Rules and has previously advised you of all information (financial Regulations and other) with respect to the Company to be set forth therein. Such any new registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering registering additional securities pursuant to Rule 462(b) of the Common Shares upon expiration of Rules and Regulations; and “Prospectus” means the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the final prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance the Units and the offering thereof, including the accompanying base prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated Rules and Regulations after the date and time this Agreement is executed. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to be refer to and include any information incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each caseas of the date of such Preliminary Prospectus or the Prospectus, as from time the case may be, and any reference to time amended any amendment or supplemented, are referred supplement to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Preliminary Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof that is of such Preliminary Prospectus or is deemed to be the Prospectus, as the case may be, and incorporated therein by referencereference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or the Operating Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Magellan Midstream Partners Lp)
Registration. The Common Shares are registered pursuant to Section 12(b) Statement” and, from and after the date and time of filing of the Exchange Act and have been listed on Rule 462(b) Registration Statement, the Principal Market, subject to notice of issuanceterm “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company (i) meets prospectus in the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) form in which it has most recently been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years on or prior to the date hereof; no stop order suspending of this Agreement is herein called the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a Base Prospectus.” Each preliminary prospectus supplement to the form of prospectus included in such registration statement Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and has previously advised you of all information (financial the offering thereof, that omitted the Rule 430B Information and other) with respect that was used prior to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering filing of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the final prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to in the following sentence is herein as the called a “Registration StatementPreliminary Prospectus.” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus Supplement relating to the Issuance Shares Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) promulgated by is herein called the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendmentProspectus.” or “supplement” when applied Any reference herein to the Registration Statement Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Company Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any 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 its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include any subsequent filing of any document under the Securities Exchange Act after of 1934, as amended (the date hereof that is or “Exchange Act”), which is deemed to be incorporated therein by reference; reference therein or otherwise deemed by the Rules and any reference Regulations to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statementa part thereof.
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and has filed with the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for SEC a period of more than 12 calendar months. A registration statement on Form S-3 such form (Registration File No. 333-174700) (“263590), which became effective on March 28, 2022, for the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of registration under the Securities Act and the rules and regulations of the Commission thereunder, and (iiSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the complies with said rule. The Company proposes to will file or has filed with the Commission SEC pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) Act, and the rules and regulations of the SEC promulgated thereunder, a prospectus supplement to within the time period prescribed by Rule 424. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form filed with the SEC on March 16, 2022, is hereinafter called the “Base Prospectus”; and the form of prospectus included supplement, in such registration statement and has previously advised you of all information (financial and otherthe form in which it will be filed with the SEC pursuant to Rule 424(b) with respect related to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed offer of the Securities is hereinafter called the “Prospectus Supplement.” The Base Prospectus, as supplemented by the Company for Prospectus Supplement, is hereinafter called the purpose of continuing “Prospectus”. Any reference herein to the offering of Registration Statement, the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Base Prospectus, and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) or the Prospectus shall be deemed to refer to and any pricing supplement relating to a particular issuance of include the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Act, in each case, as from time to time amended Exchange Act on or supplemented, are referred to herein as before the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery date of this Agreement, or the Company will prepare and file issue date of the Base Prospectus or the Prospectus Supplement relating Supplement, as the case may be; and any reference herein to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amend,” “amendment” or “supplement” when applied with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “set forth” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration StatementStatement or the Prospectus, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the SEC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 S-1 (File No. 333-174700174803) (“the “Original Initial Registration Statement”) in respect of the Common Shares Units has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Securities and Exchange Commission under (the Securities Act “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, for you and for each of the other Underwriters, have been declared effective by the Commission not earlier in such form; other than three years prior a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which, if any, became effective upon filing, no other document with respect to the date hereofInitial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or or, to the knowledge of the Partnership Parties, threatened by the CommissionCommission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Company proposes to file or has Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (“in accordance with Section 5(a) hereof and deemed by virtue of Rule 424(b)”) a prospectus supplement to 430A under the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company Act to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering part of the Common Shares upon expiration Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the effectiveness Initial Registration Statement became effective or such part of the Original Rule 462(b) Registration Statement after the third anniversary of its original effective date Statement, if any, became or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplementedhereafter becomes effective, are referred to herein as hereinafter collectively called the “Registration Statement” and ”; the Preliminary Prospectus relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus,” respectively”; the final prospectus, except that if any revised prospectus is provided to in the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be form first filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, is hereinafter called the term “Prospectus”; and any “issuer free writing prospectus” shall refer to such revised prospectus from and after as defined in Rule 433 under the time it is first provided Act relating to the Agent for such useUnits is hereinafter called an “Issuer Free Writing Prospectus”). Promptly after the execution and delivery For purposes of this Agreement, “Applicable Time” means [ ] p.m. (Central Time) on the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) date of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Underwriting Agreement (USA Compression Partners, LP)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “BXP”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700155309) (“the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Common Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Xxxxxxx Xxxxx by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Xxxxxxx Xxxxx for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Common Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Boston Properties Inc)
Registration. The Common Shares are registered pursuant to Section 12(b(a) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”223128) in respect of the Common Shares and certain other securities has been (i) prepared by the Company and the Operating Partnership filed in conformity accordance with the requirements provisions of the Securities Act with the Commission; such registration statement and any post-effective amendment thereto, each in the rules and regulations of form heretofore delivered or to be delivered to the Commission thereunderSales Agent, and (ii) filed became effective upon filing with the Commission under in such form (except that copies of the Securities Act registration statement and declared any post-effective by the Commission not earlier than three years prior amendment delivered to the date hereofSales Agent need not include exhibits but shall include all documents incorporated by reference therein); and no stop order suspending the effectiveness of the such registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or or, to the best knowledge of the Company, threatened by the Commission; as used herein, “Registration Statement” means, at any specified time, such registration statement and any amendment or amendments thereto, as used with respect to the Common Shares, including information deemed a part thereof at such time pursuant to Rule 430B(f)(1) under the Securities Act, including the exhibits thereto and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 at such time; as used herein, “Effective Date” means any date of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Company and the Company proposes Sales Agent for the Common Shares pursuant to file or Rule 430B(f)(2) under the Securities Act; the base prospectus relating to the Common Shares and certain other securities of the Company, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, relating to the Common Shares is hereinafter called the “Base Prospectus”; the Base Prospectus as amended or supplemented in final form, including by a prospectus supplement relating to the Common Shares in the form in which it is filed with the Commission, pursuant to Rule 424(b) under the Securities Act (in accordance with Section 4.05 hereof is hereinafter called the “Rule 424(b)Final Supplemented Prospectus”) a prospectus supplement ; any reference herein to the form Base Prospectus or the Final Supplemented Prospectus shall be deemed to refer to and include, as of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to any specified time, the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by referencetime; and any reference to any amendment to the Registration Statement will shall be deemed to refer to and include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement; and as used herein, “Incorporated Documents” means, at any specified time, the documents incorporated by reference in the Registration Statement or the Final Supplemented Prospectus at such time.
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and has filed with the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for SEC a period of more than 12 calendar months. A registration statement on Form S-3 such form (Registration File No. 333-174700) (“229990), which became effective on October 8, 2019, for the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of registration under the Securities Act and the rules and regulations of the Commission thereunder, and (iiSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the complies with said rule. The Company proposes to will file or has filed with the Commission SEC pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) Act, and the rules and regulations of the SEC promulgated thereunder, a prospectus supplement to within the time period prescribed by Rule 424. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form filed with the SEC on October 3, 2020, is hereinafter called the “Base Prospectus”; and the form of prospectus included supplement, in such registration statement and has previously advised you of all information the form in which it will be filed with the SEC pursuant to Rule 424(b) (financial and otherincluding the Base Prospectus as so supplemented) with respect related to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed offer 240795675 v1 of the Securities is hereinafter called the “Prospectus Supplement.” The Base Prospectus, as supplemented by the Company for Prospectus Supplement, is hereinafter called the purpose of continuing “Prospectus”. Any reference herein to the offering of Registration Statement, the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Base Prospectus, and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) or the Prospectus shall be deemed to refer to and any pricing supplement relating to a particular issuance of include the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Act, in each case, as from time to time amended Exchange Act on or supplemented, are referred to herein as before the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery date of this Agreement, or the Company will prepare and file issue date of the Base Prospectus or the Prospectus Supplement relating Supplement, as the case may be; and any reference herein to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amend,” “amendment” or “supplement” when applied with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “set forth” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration StatementStatement or the Prospectus, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the SEC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tracon Pharmaceuticals, Inc.)
Registration. The Common Shares are registered pursuant (a) Subject to the limitations set forth in Section 12(b3(b) of hereof, the Exchange Act and have been listed on Company shall use its best efforts to effect the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 registration under the Securities Act and of all Registrable Securities in accordance with this Section 3(a). The Company shall file with the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for SEC a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) Statement in respect of the Common Shares has been Registrable Securities (i) prepared by representing the Company and Exchange Shares (as defined in the Operating Partnership Merger Agreement) no later than 60 days following the Closing Date (as defined in conformity with the requirements of Merger Agreement) (the Securities Act and the rules and regulations of the Commission thereunder"Initial Registration"), and (ii) filed representing the Initial Additional Payment (as defined in the Merger Agreement), if such Common Shares are issued pursuant to the Merger Agreement, no later than 60 days following the First Anniversary (as defined in the Merger Agreement) (the "First Deferred Registration") and (iii) representing the Second Additional Payment (as defined in the Merger Agreement), if such Common Shares are issued pursuant to the Merger Agreement, no later than 60 days following the Second Anniversary (as defined in the Merger Agreement) (the "Second Deferred Registration," which together with the Commission under Initial Registration and the Securities Act First Deferred Registration, are referred to hereinafter collectively as the "Registrations" and individually as a "Registration"). In connection with each of the Registrations, the Company shall file a Registration Statement and use its best efforts to cause the same to be declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the SEC as soon thereafter as practicable. The Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to keep the Registration Statement or filed in respect of each Registration effective until the Prospectus shall be deemed earlier to include occur of (A) one (1) year following the filing date upon which such Registration Statement is declared effective by the Company with the Commission of any document under the Exchange Act after SEC and (B) the date hereof that is or is deemed to be incorporated therein when the Registrable Securities covered by reference; and any reference to any amendment to the each respective Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed have been sold pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statementthereto.
Appears in 1 contract
Samples: Registration Rights Agreement (GST Telecommunications Inc)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “SWX”, and the Common Shares have been listed on the Principal MarketMarket (and any other exchange on which the Common Stock is then listed or admitted to trading), subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File Registration No. 333-174700106419) (“which registration statement, as amended, has been declared effective by the “Original Registration Statement”) in respect Commission for the registration of the up to $300,000,000 aggregate amount of Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of other securities under the Securities Act (of which $100 million has been issued and sold prior to the date of this Agreement), and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), as amended, and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BNYCMI by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYCMI for such use. Promptly after the execution and delivery of this AgreementClosing, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Southwest Gas Corp)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “EGP”, and the Common Shares have been or will have been listed on the Principal MarketMarket prior to delivery of the first Issuance Notice hereunder, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar monthsmonths (other than a report that is required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K). A The Company has filed with the Commission an automatic shelf registration statement on Form S-3 (File Registration No. 333-174700216480) (“the “Original Registration Statement”) in respect which registration statement, as amended, became effective upon filing under Rule 462(c) under the Securities Act, for the registration of the an indeterminate amount of Common Shares has been (i) prepared by and other securities under the Company Securities Act, and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with offering thereof from time to time pursuant to Rule 415 promulgated by the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Xxxxxxx Xxxxx by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Xxxxxxx Xxxxx for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Eastgroup Properties Inc)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) Partnership meets the requirements for the use of Form S-3 under the Securities Act and has prepared and filed with the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700191493) (“on Form S-3, including a related Base Prospectus, for registration under the “Original Securities Act of the offering and sale of the Units. Such Registration Statement”) in , including any amendments thereto filed prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made with respect of to the Common Shares Units has been (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunderAct, and (ii) been filed with the Commission under the Securities Act and declared (iii) become effective under the Securities Act. Copies of such Registration Statement and any amendment thereto have been delivered by the Commission not earlier than three years prior Partnership to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or Managers. The Partnership has filed with the Commission pursuant the Prospectus Supplement relating to the Units in accordance with Rule 424(b) under ). As filed, the Prospectus contains all information required by the Securities Act (“Rule 424(b)”) a prospectus supplement and the rules thereunder, and, except to the extent the Managers shall agree in writing to a modification, shall be in all substantive respects in the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect furnished to the Company Managers prior to be set forth therein. Such registration statement (and the Execution Time or prior to any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to such time this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated therein by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Act, in each case, as from time to time amended Exchange Act on or supplemented, are referred to herein as before the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering Effective Date of the Common Shares that is not required to be filed by Registration Statement or the Company pursuant to Rule 424(b) promulgated by issue date of the Commission under the Securities ActBase Prospectus, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating or the Prospectus, as the case may be; and any reference herein to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amend,” “amendment” or “supplement” when applied with respect to the Registration Statement Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date hereof that is of the Base Prospectus, the Prospectus Supplement or is the Prospectus, as the case may be, deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Summit Midstream Partners, LP)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under has prepared and filed with the Securities Act and Exchange Commission (the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii“Commission”) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of 113659), including a prospectus, relating to, among other securities, the Common Shares has been (i) prepared by the Company Stock and the Operating Partnership offering thereof from time to time in conformity accordance with the requirements of Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission thereunder, thereunder (the “Rules and (ii) filed with the Commission under the Securities Act and Regulations”). Such registration statement has been declared effective by the Commission not earlier than three years prior Commission. Copies of such registration statement and each of the amendments thereto, if any, have been delivered by the Company to the Representatives As used in this Agreement, “Effective Time” means the date hereof; no stop order suspending and the effectiveness time as of which such registration statement, or the registration statement or any most recent post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened was declared effective by the Commission; and “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means (i) the prospectus included in such registration statement or amendments thereto, before such registration statement became effective under the Securities Act, (ii) any prospectus filed with the Commission by the Company proposes with the consent of the Representatives pursuant to file Rule 424(a) of the Rules and Regulations, or has (iii) any preliminary prospectus supplement, including the accompanying base prospectus, filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(b) of the Rules and Regulations after the effectiveness of such registration statement and prior to the initial delivery of the Prospectus (as defined below) to the Underwriters; “Registration Statement” means the registration statement referred to above, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) under of the Securities Act (“Rule 424(b)”) Rules and Regulations and deemed to be a prospectus supplement to part of the form of prospectus included in such registration statement as of the Effective Time pursuant to Rule 430A of the Rules and has previously advised you of all information (financial Regulations and other) with respect to the Company to be set forth therein. Such any new registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering registering additional securities pursuant to Rule 462(b) of the Common Shares upon expiration of Rules and Regulations; and “Prospectus” means the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the final prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance the Stock and the offering thereof, including the accompanying base prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated Rules and Regulations after the date and time this Agreement is executed. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to be refer to and include any information incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each caseas of the date of such Preliminary Prospectus or the Prospectus, as from time the case may be, and any reference to time amended any amendment or supplemented, are referred supplement to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Preliminary Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date hereof that is of such Preliminary Prospectus or is deemed to be the Prospectus, as the case may be, and incorporated therein by referencereference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or filed with the Operating Partnership filed Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.
Appears in 1 contract
Samples: Common Stock Underwriting Agreement (Houston Exploration Co)
Registration. The Common Shares are registered pursuant to Section 12(b) Without limiting any of the Exchange Act and have been listed on the Principal Marketother provisions of this Agreement, subject to notice of issuance. The Company Borrower agrees as follows: (a) Borrower shall: (i) meets notify the requirements for Registry (with a copy to Lender) of any change of Borrower’s address, and any other information, as and when required by the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and Registration Requirements; (ii) has been provide to Lender (A) notice of the next scheduled Registration Expiration Date at least one hundred twenty (120) days, but no more than one hundred eighty (180) days, prior to such date, (B) concurrently with Borrower’s making any Registration Filings, evidence thereof, and (C) immediately upon Borrower’s receipt thereof, a copy of each replacement Registration Certificate and any and all related notices from the Registry; and (iii) at least ninety (90) days prior to the Registration Expiration Date, cause a valid replacement Registration Certificate to be issued with respect to and placed on board the Aircraft, and certify the same to Lender (with a copy of such Registration Certificate) verifying that the Aircraft is properly registered with the Registry; (b) if Borrower shall fail to fully and timely comply with any of the provisions of this Section 5.2, or if any Default or Event of Default is then existing, (i) Lender may take or require that Borrower take, all such actions as Lender may then deem appropriate in its sole discretion for the purposes hereof, including by (A) requiring that Borrower (1) engage Lender’s aviation counsel for the purpose of completing and filing the Registration Filings, or (2) if not previously provided to Lender, execute and deliver to Lender a Registration POA, which if not already filed may be filed with the FAA, and (B) completing and filing any such Registration Filings; (ii) Borrower shall execute and deliver any additional power of attorney or other similar document, and provide all such other cooperation, requested by Lender in furtherance of its rights hereunder; and (iii) Borrower hereby authorizes Lender or Lender’s aviation counsel to take all of the actions contemplated herein, in each such case, without Lender having any obligation or liability with respect thereto; and all related Claims shall be subject to the requirements indemnification and other provisions of Section 12 8.2(b) of this Agreement; (c) if at any time the operation of the Exchange Act and has timely filed all Aircraft shall no longer be authorized by the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been Requirements, Borrower shall (i) prepared by immediately cause the Company Aircraft to be grounded and the Operating Partnership stored at a facility pursuant to an appropriate storage program, and insured under appropriate ground hull and liability coverages in conformity amounts and with the requirements of the Securities Act insurers reasonably satisfactory to Lender, and the rules otherwise in full compliance with all related FARs and regulations of the Commission thereunderany other Applicable Standards, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior cause related adjustments to be made to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment theretoRequired Coverages, if any, has been issued, and, as and to the Company’s knowledge, no proceeding for extent required by Lender (except that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; Lender shall retain all rights and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) remedies available with respect to the Company to be set forth therein. Such registration statement any related Default or Event of Default, irrespective of Borrower’s compliance with this sub-clause (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreementc)(i), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company (d) pay or the Operating Partnership filed pursuant to Section 13(a) reimburse Lender upon its demand for all related fees, charges, taxes, penalties, fines or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statementother amounts.
Appears in 1 contract
Samples: Loan and Aircraft Security Agreement (World Wrestling Entertainmentinc)
Registration. The Common Shares are registered pursuant to Section 12(bStatement,” and from and after the date and time of filing of any such Rule 462(b) of Registration Statement the Exchange Act and have been listed on term “Registration Statement” shall include the Principal Market, subject to notice of issuanceRule 462(b) Registration Statement. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely base prospectus filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting as part of such shelf registration statement, together as amended in the form in which it has been filed most recently with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”)Commission, including all the documents incorporated or deemed to be incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are is referred to herein as the “Registration StatementBase Prospectus.” Each preliminary prospectus supplement and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use Base Prospectus used in connection with the offering of the Common Shares that is not required Offered Securities, including the documents incorporated or deemed to be filed incorporated by the Company reference therein pursuant to Rule 424(b) promulgated by the Commission Item 12 of Form S-3 under the Securities Act, the term are collectively referred to herein as a “Prospectuspreliminary prospectus.” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement a final prospectus supplement relating to the Issuance Shares pursuant to Offered Securities in accordance with the provisions of Rule 424(b) promulgated of the Securities Act Regulations (“Rule 424(b)”). Such final prospectus supplement, including the documents incorporated or deemed to be incorporated by the Commission reference therein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as contemplated the “Prospectus Supplement.” The Base Prospectus, as amended by Section 5.01(k) the Prospectus Supplement, in the forms of the Base Prospectus and the Prospectus Supplement, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied all references to the Registration Statement Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to include be the filing by the Company copy filed with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(aits Electronic Data Gathering, Analysis and Retrieval system (or any successor system) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement(“XXXXX”).
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-17470083952) (“with respect to the “Original Registration Statement”) in respect of the Common Shares Notes has been (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and (ii) been filed with the Commission under the Securities Act Act, and declared (iii) become effective under the Securities Act. Copies of such registration statement and each of the amendments thereto, if any, have been delivered by the Commission not earlier than three years prior Partnership to the Representative. As used in this Agreement, “Effective Time” means the date hereof; no stop order suspending and the effectiveness time as of which such registration statement, or the registration statement or any most recent post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means (i) the prospectus included in such registration statement, or amendments thereto, before such registration statement became effective under the Securities Act, (ii) any prospectus filed with the Commission by the Partnership with the consent of the Representative pursuant to Rule 424(a) of the Rules and Regulations, or (iii) any preliminary prospectus supplement, including the Company proposes accompanying base prospectus, filed with the Commission by the Partnership with the consent of the Representative after the effectiveness of such registration statement pursuant to file or has Rule 424(b) of the Rules and Regulations; “Registration Statement” means the registration statement referred to above, as amended at the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) under of the Securities Act (“Rule 424(b)”) Rules and Regulations and deemed to be a prospectus supplement to part of the form of prospectus included in such registration statement as of the Effective Time pursuant to Rule 430A of the Rules and has previously advised you of all information (financial Regulations and other) with respect to the Company to be set forth therein. Such any new registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering registering additional securities pursuant to Rule 462(b) of the Common Shares upon expiration of Rules and Regulations; and “Prospectus” means the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the final prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance the Notes and the offering thereof, including the accompanying base prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated Rules and Regulations after the date and time this Agreement is executed. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to be refer to and include any information incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each caseas of the date of such Preliminary Prospectus or the Prospectus, as from time the case may be, and any reference to time amended any amendment or supplemented, are referred supplement to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Preliminary Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof that is of such Preliminary Prospectus or is deemed to be the Prospectus, as the case may be, and incorporated therein by referencereference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or the Operating Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Magellan Midstream Partners Lp)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700145657) (“the “Original Initial Registration Statement”) in respect of the Common Shares Units has been filed with the Securities and Exchange Commission (i) prepared the “Commission” or the “SEC”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, but including all documents incorporated by reference therein, to you for each of the other Underwriters, have been declared effective by the Company and Commission in such form; other than a registration statement, if any, increasing the Operating Partnership in conformity with size of the requirements of offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act and of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective previously approved by the Commission not earlier than three years prior to representatives of the date hereofUnderwriters); and no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or or, to the knowledge of the Partnership Entities, threatened by the CommissionCommission (the base prospectus filed as part of the Initial Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement relating to the Units, is hereinafter called the “Basic Prospectus”; and any preliminary prospectus (including any preliminary prospectus supplement) relating to the Company proposes to file or has Units filed with the Commission pursuant to Rule 424(b) under the Securities Act (is hereinafter called a “Rule 424(b)Preliminary Prospectus”) a prospectus supplement to ; the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering various parts of the Common Shares upon expiration of the effectiveness of the Original Initial Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including any prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance the Units that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of the Issuance Shares (eachInitial Registration Statement, an “Issuance Supplement”)each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, including all documents incorporated if any, became or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplementedhereafter becomes effective, are referred to herein as hereinafter collectively called the “Registration Statement” ”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus,” respectively, except that if any revised ”; the final prospectus is provided relating to the Agent by the Company for use in connection Units filed with the offering of the Common Shares that is not required to be filed by the Company Commission pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(bAct in accordance with Section 5(a) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.is
Appears in 1 contract
Samples: Underwriting Agreement (Calumet Specialty Products Partners, L.P.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700158589) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Brandywine Operating Partnership Lp /Pa)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “AVB”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700) (“157627; the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Avalonbay Communities Inc)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and has filed with the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for SEC a period of more than 12 calendar months. A registration statement on Form S-3 such form (Registration File No. 333-174700) (“248612), which became effective on November 20, 2020, for the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of registration under the Securities Act and the rules and regulations of the Commission thereunder, and (iiSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the complies with said rule. The Company proposes to will file or has filed with the Commission SEC pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) Act, and the rules and regulations of the SEC promulgated thereunder, a prospectus supplement to within the time period prescribed by Rule 424. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form filed with the SEC on September 4, 2020, is hereinafter called the “Base Prospectus”; and the form of prospectus included supplement, in such registration statement and has previously advised you of all information the form in which it will be filed with the SEC pursuant to Rule 424(b) (financial and otherincluding the Base Prospectus as so supplemented) with respect related to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed offer of the Securities is hereinafter called the “Prospectus Supplement.” The Base Prospectus, as supplemented by the Company for Prospectus Supplement, is hereinafter called the purpose of continuing “Prospectus.” Any reference herein to the offering of Registration Statement, the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Base Prospectus, and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) or the Prospectus shall be deemed to refer to and any pricing supplement relating to a particular issuance of include the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 that were filed under the Securities Act, in each case, as from time to time amended Exchange Act on or supplemented, are referred to herein as before the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery date of this Agreement, or the Company will prepare and file issue date of the Base Prospectus or the Prospectus Supplement relating Supplement, as the case may be; and any reference herein to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amend,” “amendment” or “supplement” when applied with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “set forth” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration StatementStatement or the Prospectus, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the SEC.
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 S-1 (File No. 333-174700128880) (“the “Original Initial Registration Statement”) in respect of the Common Shares Units has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Securities and Exchange Commission under (the Securities Act “Commission” or the “SEC”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, have been declared effective by the Commission not earlier in such form; other than three years prior a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the date hereofInitial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the CommissionCommission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Company proposes to file or has Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (“in accordance with Section 5(a) hereof and deemed by virtue of Rule 424(b)”) a prospectus supplement to 430A under the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company Act to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering part of the Common Shares upon expiration Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the effectiveness Initial Registration Statement became effective or such part of the Original Rule 462(b) Registration Statement after the third anniversary of its original effective date Statement, if any, became or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplementedhereafter becomes effective, are referred to herein as hereinafter collectively called the “Registration Statement” and ”; the Preliminary Prospectus dated January 13, 2006 relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus,” respectively”; the final prospectus, except that if any revised prospectus is provided to in the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be form first filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, is hereinafter called the term “Prospectus”; and any “issuer free writing prospectus” shall refer to such revised prospectus from and after as defined in Rule 433 under the time it is first provided Act relating to the Agent for such useUnits is hereinafter called an “Issuer Free Writing Prospectus”). Promptly after the execution and delivery For purposes of this Agreement, “Applicable Time” means 5:40 p.m. (New York City time) on the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) date of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Common Unit Purchase Agreement (Calumet Specialty Products Partners, L.P.)
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely prepared and filed all with the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A Commission an automatic registration statement on Form S-3 as defined under Rule 405 under the Act (File No. 333-174700269002) (“on Form S-3, including a related Base Prospectus, for registration under the “Original Act of the offering and sale of the Shares. Such Registration Statement”, including any amendments thereto and any related Rule 462(b) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) Registration Statement filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending Execution Time or prior to such time this representation is repeated or deemed to be made, has been declared or become effective under the effectiveness Act. Copies of such Registration Statement and each of the registration statement or any post-effective amendment amendments thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by which are not publicly available via the Commission; ’s Electronic Data Gathering Analysis and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act Retrieval (“Rule 424(b)EXXXX”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to System, have been delivered by the Company to be set forth thereinthe Managers. Such registration statement (and any further registration statements that may be filed by Any reference to the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Base Prospectus, and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of or the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or Prospectus shall be deemed to be refer to and include any documents or information incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each caseas of the date of such Base Prospectus, Prospectus Supplement or the Prospectus, as from time the case may be. Any reference to time amended any amendment or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided supplement to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities ActBase Prospectus, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document filed under the Exchange Act Act, after the date hereof that is of the Base Prospectus, the Prospectus Supplement or is deemed to be the Prospectus, as the case may be, and incorporated therein by reference; and any reference in the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement will shall be deemed to include any annual periodic report on Form 10-K of the Company or filed with the Operating Partnership filed Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Base Prospectus, the Prospectus Supplement or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of the Company, threatened by the Commission.
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 (File No. 333-174700177964) (“the “Original "Initial Registration Statement”") in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Securities and Exchange Commission under (the Securities Act "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to you for each of the other Underwriters, have been declared effective by the Commission not earlier than three years prior in such form; no other document with respect to the date hereofInitial Registration Statement or document incorporated by reference in the prospectus contained therein has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the registration statement Initial Registration Statement or any post-effective amendment thereto, if any, thereto has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the CommissionCommission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act of 1933, as amended (the "Act") is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement, including all exhibits thereto and including the Company proposes to file or has information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (“in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective are hereinafter collectively called the "Registration Statement"; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement or filed with the Commission pursuant to Rule 424(b)”) a prospectus supplement to is hereinafter called the "Pricing Prospectus"; such final prospectus, in the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be first filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)Rule 424(b) under the Act, and is hereinafter called the prospectus constituting part of such registration statement"Prospectus"; any reference herein to any Preliminary Prospectus, together with the Pricing Prospectus or the Prospectus Supplement (as defined in Section 5.01(k)) shall be deemed to refer to and any pricing supplement relating to a particular issuance of include the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” date of such prospectus; any reference to any amendment or “supplement” when applied supplement to the Registration Statement any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing by the Company with the Commission of any document under the Exchange Act documents filed after the date hereof that is of such Preliminary Prospectus or is deemed to be Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated therein by referencetherein; and any reference to any amendment to the Registration Statement will shall be deemed to refer to and include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Initial Registration Statement that is incorporated by reference in the prospectus contained in the Registration Statement.; and any "issuer free writing prospectus" as defined in Rule 433 under the Act relating to the Shares is hereinafter called an "Issuer Free Writing Prospectus");
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 S-1 (File No. 333-174700165007) (“the “Original Initial Registration Statement”) in respect of the Common Shares Units has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Securities and Exchange Commission under (the Securities Act “Commission”); the Initial Registration Statement and any post effective amendment thereto, each in the form heretofore delivered to you, for you and for each of the other Underwriters, have been declared effective by the Commission not earlier in such form; other than three years prior a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the date hereofInitial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or or, to the knowledge of the Xxxxx Parties, threatened by the CommissionCommission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Company proposes to file or has Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (“in accordance with Section 5(a) hereof and deemed by virtue of Rule 424(b)”) a prospectus supplement to 430A under the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company Act to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering part of the Common Shares upon expiration Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the effectiveness Initial Registration Statement became effective or such part of the Original Rule 462(b) Registration Statement after the third anniversary of its original effective date Statement, if any, became or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplementedhereafter becomes effective, are referred to herein as hereinafter collectively called the “Registration Statement” and ”; the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Preliminary Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used Units that was included in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment immediately prior to the Registration Statement will be deemed to include any annual report on Form 10-K of Applicable Time (as defined below) is hereinafter called the Company or “Pricing Prospectus”; the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference final prospectus, in the Registration Statement.the
Appears in 1 contract
Samples: Underwriting Agreement (Niska Gas Storage Partners LLC)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “SWX”, and, prior to the delivery of the first Issuance Notice, the Common Shares shall have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) Agreement. The Company has been subject to filed with the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for Commission a period of more than 12 calendar months. A registration statement on Form S-3 (File Registration No. 333-174700333-_______) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the which registration statement or any post-became effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission automatically upon filing pursuant to Rule 424(b462(e) under the Securities Act (“for the registration under the Securities Act of $150,000,000 aggregate amount of Common Stock and other securities and the offering thereof from time to time pursuant to Rule 424(b)”) a prospectus supplement to 415 under the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinSecurities Act. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Common Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Agreement (Southwest Gas Holdings, Inc.)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “VQ”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File Registration No. 333-174700166361) (“which registration statement, as the “Original Registration Statement”) in respect of the Common Shares same may be amended, has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of for the registration statement or any post-effective amendment thereto, if any, has been issued, and, of up to the Company’s knowledge, no proceeding for that purpose or pursuant $500,000,000 aggregate amount of Common Shares and other securities on a primary basis (and up to Section 8A 2,500,000 shares of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(bCommon Stock on a secondary basis) under the Securities Act (“Rule 424(b)”) a prospectus supplement none of which have been issued and sold prior to the form date of prospectus included in such registration statement this Agreement), and has previously advised you of all information (financial and other) with respect the offering thereof from time to time pursuant to Rule 415 promulgated by the Company to be set forth thereinCommission under the Securities Act. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent Manager by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent Manager for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed Company will prepare and, on the Principal Marketlater of (A) ------------ June 15, subject to notice of issuance. The Company 2002 or (iB) meets six weeks after the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A Company's registration statement on Form S-3 (File No. 333-174700) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by securities subject to that certain securities purchase agreement dated as of December 28, 2001 between the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunderBristol Investment Fund, and (ii) filed with the Commission under the Securities Act and Ltd. shall have been declared effective by the Commission not earlier than three years prior (such filing date, hereinafter referred to as the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto"Filing Date"), if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to will file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information on Form SB-2 (financial and otheror such other form as may be available) (the "Registration Statement") with respect to the Company Common Shares (including, to be set forth therein. Such registration statement (and any further registration statements ---------------------- the extent that may be filed the Reset Option has not been exercised by the Company for the purpose Purchaser, a number of continuing the offering shares of Common Stock equal to an additional 50% of the Common Shares upon expiration then comprising the Designated Units and the Units purchased by investors who have executed similar subscription agreements, which the Company acknowledges represents a good faith estimate of the effectiveness maximum number of shares of Common Stock issuable upon exercise of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), Reset Option and the prospectus constituting part of reset options granted to such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)other investors) and any pricing supplement relating Warrant Shares and the common shares and warrant shares comprising units purchased by such other investors (collectively, the "Shares") ------ and to a particular issuance effect registration (including the execution of the Issuance Shares (eachan undertaking to file post-effective amendments, an “Issuance Supplement”), including all documents incorporated appropriate qualifications under blue sky or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale and distribution of all of such Shares by Purchaser and such other investors (collectively, in each case, as the "Selling Stockholders") from time to time amended during the period provided for in Section 13(b) on the over-the-counter market, in other permitted public sales or supplementedin privately negotiated transactions; provided, are referred to herein as the “Registration Statement” and the “Prospectus,” respectivelyhowever, except that if any revised prospectus is provided to the Agent by the Company for use shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section in connection with any particular jurisdiction in which the offering of the Common Shares that is not Company would be required to be filed by execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company pursuant is already subject to Rule 424(b) promulgated service in such jurisdiction and except as may be required by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Amnis Systems Inc
Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A registration statement on Form S-3 S-1 (File No. 333-174700165007) (“the “Original Initial Registration Statement”) in respect of the Common Shares Units has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Securities and Exchange Commission under (the Securities Act “Commission”); the Initial Registration Statement and any post effective amendment thereto, each in the form heretofore delivered to you, for you and for each of the other Underwriters, have been declared effective by the Commission not earlier in such form; other than three years prior a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the date hereofInitial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the registration statement or Initial Registration Statement, any post-effective amendment theretothereto or the Rule 462(b) Registration Statement, if any, has been issued, and, to the Company’s knowledge, issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or or, to the knowledge of the Xxxxx Parties, threatened by the CommissionCommission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Company proposes to file or has Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (“in accordance with Section 5(a) hereof and deemed by virtue of Rule 424(b)”) a prospectus supplement to 430A under the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company Act to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering part of the Common Shares upon expiration of the effectiveness of the Original Initial Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after at the time it is first provided to was declared effective, each as amended at the Agent for time such use. Promptly after part of the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Initial Registration Statement became effective or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K such part of the Company or the Operating Partnership filed pursuant to Section 13(aRule 462(b) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement., if any,
Appears in 1 contract
Samples: Underwriting Agreement (Niska Gas Storage Partners LLC)
Registration. The Common Shares are registered pursuant to Section 12(b(a) of the Exchange Act and have been listed on the Principal Market, subject to notice of issuance. The Company shall prepare and file with the SEC, no later than sixty (i60) meets days after the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for date hereof a period of more than 12 calendar months. A registration statement Registration Statement on Form S-3 S-1 (File No. 333or such other appropriate form) covering no less than the number of shares of Common Stock constituting one-174700) (“the “Original Registration Statement”) in respect third of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinpublic float. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement)shall state that, and the prospectus constituting part of such registration statement, together in accordance with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each caseit also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, as from or stock dividends. If at any time to time amended the number of shares issued or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided issuable pursuant to the Agent by Purchase Agreement exceeds the Company for use in connection with the offering aggregate number of the shares of Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this AgreementStock then registered, the Company shall, within ten (10) business days after receipt of written notice from the Investor, file with the SEC an additional Registration Statement to register the number of additional shares of Common Stock that exceed the aggregate number of shares of Common Stock already registered; provided, however that the Company shall not be obligated to register any additional securities if in the opinion of counsel for the Company such registration will prepare likely be characterized as an offering of securities that does not permit such Registration Statement to become effective and file be used for resales by the Prospectus Supplement relating Investor on a delayed or continuous basis under Rule 415 . Notwithstanding the foregoing, if the Company is advised by its counsel or the staff of the SEC (the “Staff”) that the Staff seeks to the Issuance Shares or likely will characterize any offering pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the a Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or 15(d) continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)(or as otherwise may be acceptable to the Investor), because of the Exchange Act after the applicable effective date or dates number of the Registration Statement that is incorporated by reference shares sought to be included in the Registration Statement, then the Company may reduce (an “SEC Share Reduction”) the number of shares covered by such Registration Statement to the maximum number which would still, upon the advice of counsel, enable the Staff and the SEC to allow the Company to conduct such offering in accordance with the provisions of Rule 415 and to permit such Registration Statement to become effective and be used as aforesaid. In the event of an SEC Share Reduction, (i) the inclusion of at least twenty five percent (25%) of the aggregate of the Commitment Shares in such initial Registration Statement shall take precedence over any Put Shares and shall not be cut back or removed from such Registration Statement until any Put Shares are cut back and removed from such Registration Statement.
Appears in 1 contract
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “XXX”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File Registration No. 333-174700333- 178023), which registration statement became effective automatically upon filing pursuant to Rule 462(e) (“the “Original Registration Statement”) in respect of the Common Shares has been (i) prepared by the Company and the Operating Partnership in conformity with the requirements of under the Securities Act and Act, for the rules and regulations of the Commission thereunder, and (ii) filed with the Commission registration under the Securities Act of up to $539,328,610 aggregate amount of Common Stock and declared effective by the Commission not earlier than three years prior to the date hereof; no stop order suspending the effectiveness of the registration statement or any post-effective amendment theretoother securities, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes offering thereof from time to file or has filed with the Commission time pursuant to Rule 424(b) 415 under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth thereinAct. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreement), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, case as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Common Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Agreement (Idacorp Inc)
Registration. The Common Shares are Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “BXP”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for the use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Section 13 and 14 of the Exchange Act for a period of more than 12 calendar months. A The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-174700155309) (“the “Original Registration Statement”) ), to be used in respect connection with, among other securities, the public offering and sale of Common Stock, including the Common Shares has been (i) prepared of the Company. The Original Registration Statement and each further registration statement filed by the Company for the purpose of registering additional Common Shares to be sold pursuant to this Agreement (or, on and the Operating Partnership in conformity with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (ii) filed with the Commission under the Securities Act and declared effective by the Commission not earlier than three years prior to after the date hereof; on which the Common Shares may no stop order suspending the effectiveness of the longer be offered and sold pursuant to any such registration statement, any such further registration statement or any post-effective amendment thereto, if any, has been issued, and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission; and the Company proposes to file or has filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement to the form of prospectus included in such registration statement and has previously advised you of all information (financial and other) with respect to the Company to be set forth therein. Such registration statement (and any further registration statements that may be filed by the Company for the purpose of continuing the offering of the Common Shares upon expiration of the effectiveness of the Original Registration Statement after the third anniversary of its original effective date or for the purpose of registering additional Common Shares to be sold pursuant to this Agreementfollowing such date), and the prospectus constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Common Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Issuance Common Shares pursuant to Rule 424(b) promulgated by the Commission under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference; and any reference to any amendment to the Registration Statement will be deemed to include any annual report on Form 10-K of the Company or the Operating Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable effective date or dates of the Registration Statement that is incorporated by reference in the Registration Statement.
Appears in 1 contract
Samples: Sales Agency Financing Agreement (Boston Properties Inc)
