Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 9 contracts
Samples: Sales Agreement (Asure Software Inc), Sales Agreement (Astra Space, Inc.), Sales Agreement (Lightwave Logic, Inc.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 8 contracts
Samples: Sales Agreement (Unilife Corp), Sales Agreement (Provectus Biopharmaceuticals, Inc.), Sales Agreement (Biodelivery Sciences International Inc)
Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 8 contracts
Samples: Equity Distribution Agreement (Inspirato Inc), Capital on Demand Sales Agreement (BioRestorative Therapies, Inc.), Capital on Demand Sales Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 7 contracts
Samples: At Market Issuance Sales Agreement (Galena Biopharma, Inc.), At Market Issuance Sales Agreement (Galena Biopharma, Inc.), Sales Agreement (Biotime Inc)
Representation Dates; Certificate. On During the term of this Agreement, on the date of this Agreement each Placement Notice given hereunder, promptly upon each request of Canaccord, and within five (5) trading days of each time the Company:
Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other supplements(other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares;
; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Canaccord (but in the case of clause (iv) above only if the Agent Canaccord reasonably determines that the financial information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. A. The requirement to provide a Representation Date Certificate certificate under this Section 7(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation DateDate following the delivery of such Placement Notice; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Canaccord with a Representation Date Certificatecertificate under this Section 7(p), then before the Company delivers the Placement Notice or the Agent Canaccord sells any Placement Shares, the Company shall provide the Agent Canaccord with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit A, dated the date of the Placement Notice.
Appears in 4 contracts
Samples: Equity Distribution Agreement (Palatin Technologies Inc), Equity Distribution Agreement (Palatin Technologies Inc), Equity Distribution Agreement (Ampio Pharmaceuticals, Inc.)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 3 contracts
Samples: Sales Agreement (Array Biopharma Inc), Sales Agreement (Newlink Genetics Corp), Sales Agreement (Newlink Genetics Corp)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which a Suspension is in effect or there is no Placement Notice is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect or there was no Placement Notice in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 3 contracts
Samples: Sales Agreement (Longboard Pharmaceuticals, Inc.), Sales Agreement (AgeX Therapeutics, Inc.), Sales Agreement (Lineage Cell Therapeutics, Inc.)
Representation Dates; Certificate. On Each time during the date term of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice. In any circumstance in which the Company shall fail to provide the certification required hereunder when required in accordance with the foregoing, the sole remedy MLV shall have with respect to such failure shall be to cease making sales of Placement Shares under this Agreement until such time as such certification is delivered and MLV shall have agreed to waive the lateness of such delivery.
Appears in 2 contracts
Samples: At Market Issuance Sales Agreement (Adcare Health Systems Inc), At Market Issuance Sales Agreement (Miller Energy Resources, Inc.)
Representation Dates; Certificate. On Each time during the date term of this Agreement and within five (5) trading days of each time that the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus or prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be ), a “Representation Date”) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if either of the Agent Agents reasonably determines that the information contained in such Form 8-K is materialmaterial and informs the Company of such determination in writing) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”7(1); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(1), then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.
Appears in 2 contracts
Samples: At Market Issuance Sales Agreement (Exela Technologies, Inc.), At Market Issuance Sales Agreement (Exela Technologies, Inc.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (Paramount Gold & Silver Corp.), Sales Agreement (Vermillion, Inc.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five thereafter (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (Applied Genetic Technologies Corp), Sales Agreement (Applied Genetic Technologies Corp)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (CollabRx, Inc.), Sales Agreement (Newlink Genetics Corp)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (), modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (TherapeuticsMD, Inc.), Sales Agreement (TherapeuticsMD, Inc.)
Representation Dates; Certificate. On Within five Trading Days of the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), Securities) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. 10‑K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement SharesSecurities, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 2 contracts
Samples: At the Market Issuance Sales Agreement (Resource Capital Corp.), At the Market Issuance Sales Agreement (Resource Capital Corp.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which when no Placement Notice is pendingin effect, or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect or no Placement Notice was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (Bancorp, Inc.), Sales Agreement (Bancorp, Inc.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (Celldex Therapeutics, Inc.), Sales Agreement (Chelsea Therapeutics International, Ltd.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the an Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l) (necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived without an action on the part of the Agents or the Company for any Representation Date occurring at a time at which no Placement Notice is pendingpending (including, for the purposes of clarity, during which a Suspension is in effect), which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or instructions for the sale of Placement Shares under a suspended Placement Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or any of the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.
Appears in 2 contracts
Samples: Sales Agreement (Zynerba Pharmaceuticals, Inc.), Sales Agreement (Zynerba Pharmaceuticals, Inc.)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (Lumos Pharma, Inc.), Sales Agreement (Array Biopharma Inc)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificatecertificate dated as of the Representation Date, in the form attached hereto as Exhibit 7(l) (A hereto, modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Designated Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (Riot Blockchain, Inc.), Sales Agreement (Riot Blockchain, Inc.)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificatecertificate dated as of the Representation Date, in the form attached hereto and substance reasonably satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l) (necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the either Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (CONTRAFECT Corp), Sales Agreement (Stoke Therapeutics, Inc.)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the CompanyPartnership:
(i) files the Prospectus relating to the Placement Shares Units or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesUnits), the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company Partnership shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company Partnership delivers the Placement Notice or the Agent sells any Placement SharesUnits, the Company Partnership shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 2 contracts
Samples: Capital on Demand Sales Agreement (America First Multifamily Investors, L.P.), Capital on Demand Sales Agreement (America First Multifamily Investors, L.P.)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (Zogenix, Inc.), Sales Agreement (Zogenix, Inc.)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is materialmaterial and request it) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l) (necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 2 contracts
Samples: Sales Agreement (Cipher Mining Inc.), Sales Agreement (Cipher Mining Inc.)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Samples: Sales Agreement (Broadwind, Inc.)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (CollabRx, Inc.)
Representation Dates; Certificate. On Each time during the date term of this Agreement and within five (5) trading days of each time that the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended historical financial information of the Trust and the Company (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only upon request by the Agents if the any Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”8(1); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 8(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 8(1), then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 8(1), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement (Compass Group Diversified Holdings LLC)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form and substance reasonably satisfactory to the Agents and their counsel, substantially in the form as attached hereto as Exhibit 7(l) (Schedule 5, modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time at which when no Placement Notice is pendingoutstanding or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder to the Agents (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such Date to which a waiver shall does not apply for any Representation Date on which the Company files its annual report on Form 10-K. apply. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such a waiver and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement SharesShares pursuant to such Placement Notice, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date of the such Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of the first Placement Notice and (2) each time during the term of this Agreement and within five (5) trading days of each time that a Placement Notice is outstanding the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended that contains restated financial information or a material amendment to the previously filed Form 10-Kstatements);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144No.144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines that the information contained in such Form 8-K is material) with a certificate, certificate in the form attached hereto as Exhibit Schedule 7(l) (), modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived without any action on the part of the Agents or the Company for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in the form attached hereto as Schedule 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (fuboTV Inc. /FL)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (Affymetrix Inc)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring (1) at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date and (2) at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. ). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l) (necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (Biovie Inc.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clauses (ii) and (iii) above only if requested by the Agent, and in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: Capital on Demand Sales Agreement (Catalyst Biosciences, Inc.)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days Trading Days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent Agents sells any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Lead Agent sells any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Samples: Sales Agreement (Pedevco Corp)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Samples: Sales Agreement (PLBY Group, Inc.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring (1) at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date and (2) at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date), provided that a waiver under this clause (2) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days Trading Days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of this clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: Capital on Demand Sales Agreement (OVERSTOCK.COM, Inc)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Samples: Sales Agreement (Blink Charging Co.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended material financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended material financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. ). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (Pacific Biosciences of California Inc)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), Securities) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the ). The Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement SharesSecurities, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Resource Capital Corp.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or-23-
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; or
(Each v) otherwise as the Agents may reasonably request (each date of filing of one or more of the documents referred to in clauses (i) through (iv) and the occurrence of (v) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificatecertificate dated as of the Representation Date, in the form attached hereto as Exhibit 7(l) (A hereto, modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Designated Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On Prior to the date submission of this Agreement the first Placement Notice and within five (5) trading days of each time the Company:
(i) i. files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) . files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) . files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) . files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time during the term of this Agreement the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended restated financial information statements or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent Xxxxx-Xxxxxx (but in the case of clause (iv) above only if the Agent Xxxxx-Xxxxxx reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”7(o); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Xxxxx-Xxxxxx with a Representation Date Certificatecertificate under this Section 7(o), then before the Company delivers the Placement Notice or the Agent Xxxxx-Xxxxxx sells any Placement Shares, the Company shall provide the Agent Xxxxx-Xxxxxx with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(o), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (CPS Technologies Corp/De/)
Representation Dates; Certificate. On Each time during the date term of this Agreement and within five (5) trading days of each time that the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(k) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information statements (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”7(1); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(1), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (ZaZa Energy Corp)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is materialmaterial to the offering of securities of the Company) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending (including, for clarity, a time a Suspension is in effect), which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such a waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (IMARA Inc.)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On Within five Trading Days of the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), Securities) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 8(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 8(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement SharesSecurities, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 8(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Resource Capital Corp.)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-10- K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form and substance reasonably satisfactory to the Agents and their counsel (in the form attached hereto as Exhibit 7(lA) within five (the “5) Trading Days of any Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificaterequested by Stifel. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring (i) at a time at which no Placement Notice is pendingpending or (ii) at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver no Placement Notice is pending or a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (Bridger Aerospace Group Holdings, Inc.)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided provided, however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which when a Suspension is in effect or there is no Placement Notice is pendingpending (the “Waiver Period”), which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver during a Waiver Period and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days Trading Days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Controlled Equity Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Controlled Equity Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesControlled Equity Prospectus;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information statements or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clauses (ii) and (iii) above only if requested by the Agent, and in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) Agents with a certificate, in the form attached hereto as Exhibit 7(l) within five (the “5) Trading Days of any Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before requested by the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date CertificateAgents. The requirement to provide a Representation Date Certificate certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(m) and 7(n) hereof) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing material amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing material amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but not in the case of clause (iv) above only if the Agent reasonably determines upon advice of counsel that the information contained in such Form 8-K is not material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) within five (the “5) Trading Days of any Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before requested by the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date CertificateAgent. The requirement to provide a Representation Date Certificate certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(m) and 7(n) hereof) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells sell any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days Trading Days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of this clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: Capital on Demand Sales Agreement (OVERSTOCK.COM, Inc)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided provided, however, that, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date on which the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Samples: Sales Agreement (Helius Medical Technologies, Inc.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information statements or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clauses (ii) and (iii) above only if requested by the Agent, and in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report its Quarterly Reports on Form 10-Q under the Exchange Act; or
(iv) files a current report Current Report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (), modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be deemed waived for any Representation Date occurring at a time at which no a Suspension is in effect or when the Sales Agent is not in possession of a Placement Notice is pendingNotice, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such for which a waiver and did not provide the Agent with a Representation Date Certificateunder this Section 7(l) was in effect, then before the Company delivers the a Placement Notice or the Agent sells any Placement SharesShares pursuant to such instructions, the -25- Company shall provide the Agent with a Representation Date Certificate, certificate in the form attached hereto as Exhibit 7(l) dated as of the date of that the Placement NoticeNotice is delivered.
Appears in 1 contract
Samples: Sales Agreement (Omeros Corp)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement supplement, but not not, in each case, by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: Capital on Demand Sales Agreement (Monopar Therapeutics)
Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated such Representation Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form attached hereto as Exhibit 7(l) (7(l), modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring (A) at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of (x) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date), and (y) and the next occurring Representation Date; provided, howeverand (B) at a time during which no Placement Notice is pending, that such which waiver shall not apply for any Representation Date continue until the date on which the Company files its annual report on Form 10-K. delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the a Placement Notice or the Agent sells any Placement SharesShares pursuant to such Placement Notice, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date of the that such Placement NoticeNotice is issued.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice given hereunder and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance reasonably satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which when no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before simultaneously with or prior to the time the Company delivers the Placement Notice or the Agent sells any Placement SharesShares pursuant to such Placement Notice, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date of the such Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form in Schedule 5 hereto, modified, as necessary, to relate to the Agent with a Representation Date CertificateRegistration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect or at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of the first Placement Notice and (2) each time during the term of this Agreement and within five (5) trading days of each time that a Placement Notice is outstanding the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended that contains restated financial information or a material amendment to the previously filed Form 10-Kstatements);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144No.144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines that the information contained in such Form 8-K is material) with a certificate, certificate in the form attached hereto as Exhibit Schedule 7(l) (), modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived without any action on the part of the Agents or the Company for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a certificate in the form attached hereto as Schedule 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued. The first filing of a quarterly report on Form 10-Q under the Exchange Act following the date of this Agreement shall constitute a Representation Date Certificate, dated and the date of the Company shall deliver or cause to be delivered all required deliverables as would be required were a Placement NoticeNotice outstanding.
Appears in 1 contract
Samples: Sales Agreement (fuboTV Inc. /FL)
Representation Dates; Certificate. On Each time during the date term of this Agreement and within five (5) trading days of each time that the CompanyPartnership:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), Units) the Registration Statement or the Prospectus relating to the Placement Shares Units (other than a prospectus supplement filed in accordance with Section 7(k) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information statements (other than information “furnished” pursuant to Items Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company Partnership shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent reasonably determines Agents determine that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1) within five (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate5) Trading Days. The requirement to provide a Representation Date Certificate certificate under this Section 7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(1), then before the Company delivers the Placement Notice or the an Agent sells any Placement SharesUnits, the Company Partnership shall provide the Agent Agents with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Stonemor Partners Lp)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time during the term of this Agreement the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended restated financial information statements or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent Cxxxx-Xxxxxx (but in the case of clause (iv) above only if the Agent Cxxxx-Xxxxxx reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”7(o); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Cxxxx-Xxxxxx with a Representation Date Certificatecertificate under this Section 7(o), then before the Company delivers the Placement Notice or the Agent Cxxxx-Xxxxxx sells any Placement Shares, the Company shall provide the Agent Cxxxx-Xxxxxx with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(o), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (CPS Technologies Corp/De/)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Samples: Sales Agreement (Hyzon Motors Inc.)
Representation Dates; Certificate. On Each time during the date term of this Agreement and within five (5) trading days of each time that the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), Shares or a prospectus supplement filed in accordance with Section 7(k) of this Agreement) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the any Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1) within five (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such 5) Trading Days of any Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(1) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(1), then before the Company delivers the Placement Notice or the Agent sells Agents sell any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement (PDS Biotechnology Corp)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificatecertificate dated as of the Representation Date, in the form attached hereto and substance reasonably satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l) (necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the either Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice given hereunder and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance reasonably satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which when no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or;
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; or
(Each v) otherwise as the Agents may reasonably request (each date of filing of one or more of the documents referred to in clauses (i) through (iv) and the occurrence of (v) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificatecertificate dated as of the Representation Date, in the form attached hereto as Exhibit 7(l) (A hereto, modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Designated Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days Trading Days of each time the CompanyPartnership:
(i) files the Prospectus relating to the Placement Shares Units or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesUnits), the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144Codification 360) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company Partnership shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company Partnership delivers the Placement Notice or the Agent sells any Placement SharesUnits, the Company Partnership shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: Capital on Demand Sales Agreement (America First Multifamily Investors, L.P.)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificatecertificate dated as of the Representation Date, in the form attached hereto and substance reasonably satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l) (necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the either Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended financial information or a material amendment to the previously filed Form 1020-KF);
(iii) files a quarterly report on Form 106-Q K under the Exchange Act; or
(iv) files a current report on Form 86-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 86-K or to provide disclosure pursuant to Item 8.01 of Form 86-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 86-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Samples: Sales Agreement (Jiayin Group Inc.)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days Trading Days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance reasonably satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply Date for any Representation Date on which the Company files its annual report on Form 10-K. requirement to provide a certificate under this Section 7(l) is not waived pursuant to the terms thereof. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement Notice.Shares are issued.
Appears in 1 contract
Samples: Term Loan, Guarantee and Security Agreement (Volta Inc.)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “"furnished” " pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”") the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “"Representation Date Certificate”"); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On Each time during the date term of this Agreement and within five (5) trading days of each time that the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10N-K CSR under the Exchange 1940 Act (including any Form 10-K/A amendment thereto containing amended audited financial information or a material amendment to the previously filed Form 10N-KCSR);
(iii) files a quarterly report its semi-annual financial statements on Form 10N-Q CSR under the Exchange 1940 Act; or
(iv) files a current report on Form 8-K or Form N-CSR containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8N-K CSR is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”7(1); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10N-K. CSR. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(1), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement (StoneCastle Financial Corp.)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(k) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended that contains restated financial information or a material amendment to the previously filed Form 10-Kstatements);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144Codification 205) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (PostRock Energy Corp)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time during the term of this Agreement the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Medicinova Inc)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
, (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
, (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
, or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ), the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form attached hereto as Exhibit 7(l) (A, modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time at during which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply Date for any Representation Date on which the Company files its annual report on Form 10-K. requirement to provide a certificate under this Section 7(l) is not waived pursuant to the terms thereof. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver or Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement Notice.Shares are issued;
Appears in 1 contract
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance reasonably satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(l) (necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending (including, for purposes of clarity, during which a Suspension is in effect), which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent Agents with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent Agents with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time during the term of this Agreement the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended restated financial information statements or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Cerus Corp)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Lead Agent sells any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Lead Agent sells any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time during the term of this Agreement the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ). the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information statements or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clauses (ii) and (iii) above only if requested by the Agent, and in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (Intrexon Corp)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days Trading Days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if the Agent Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Lead Agent sells any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent Agents with a Representation Date Certificate, then before the Company delivers the Placement Notice or the Lead Agent sells any Placement Shares, the Company shall provide the Agent Agents with a Representation Date Certificate, dated the date of the Placement Notice.
Appears in 1 contract
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date Date, including in connection with a 10-K Filing Event, occurring (i) at a time at which no Placement Notice is pendingpending or (ii) at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver no Placement Notice is pending or a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (SITIME Corp)
Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement supplement, but not not, in each case, by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. 10‑K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: Capital on Demand Sales Agreement (Monopar Therapeutics)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring (1) at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date and (2) at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date), provided that a waiver under this clause (2) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. On Each time during the date term of this Agreement and within five (5) trading days of each time that the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(k) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information statements (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”7(1); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. ). Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(1), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Gastar Exploration Inc.)
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”7(n); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(n), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(n) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance reasonably satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued.
Appears in 1 contract
Representation Dates; Certificate. On Within five Trading Days of the date of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), Securities) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144Series Codification 205-20) under the Exchange Act; (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement SharesSecurities, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Resource Capital Corp.)
Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and within five (52) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or and substance satisfactory to the Agent sells any Placement Sharesand its counsel, substantially similar to the Company shall provide form previously provided to the Agent with a Representation Date Certificateand its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time a Suspension is in effect or at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before simultaneously with or prior to the time the Company delivers the Placement Notice or the Agent sells any Placement SharesShares pursuant to such Placement Notice, the Company shall provide the Agent with a Representation Date Certificate, certificate in conformity with this Section 7(l) dated as of the date of the such Placement Notice.
Appears in 1 contract
Samples: Sales Agreement (Biotime Inc)
Representation Dates; Certificate. On or prior to the date of the first Placement Notice given hereunder and each time during the term of this Agreement and within five (5) trading days of each time the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended that contains restated financial information or a material amendment to the previously filed Form 10-Kstatements);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent MLV (but in the case of clause (iv) above only if the Agent MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent MLV with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the Placement Notice or the Agent MLV sells any Placement Shares, the Company shall provide the Agent MLV with a Representation Date Certificatecertificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement (Wave Systems Corp)
Representation Dates; Certificate. On (1) Prior to the date of the first Placement Notice and (2) each time during the term of this Agreement and within five (5) trading days of each time that a Placement Notice is outstanding the Company:
(i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), ) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;
(ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended that contains restated financial information or a material amendment to the previously filed Form 10-Kstatements);
(iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or
(iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; Act (Each each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”) ); the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, certificate in the form attached hereto as Exhibit Schedule 7(l) (), modified, as necessary, to relate to the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before Registration Statement and the Company delivers a Placement Notice Prospectus as amended or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificatesupplemented. The requirement to provide a Representation Date Certificate certificate under this Section 7(l) shall be waived without any action on the part of the Agent or the Company for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide the Agent with a Representation Date Certificatecertificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Agent sells sell any Placement SharesShares pursuant to such instructions, the Company shall provide the Agent with a Representation Date Certificate, certificate in the form attached hereto as Schedule 7(l) dated as of the date that the instructions for the sale of the Placement NoticeShares are issued.
Appears in 1 contract
Samples: Sales Agreement (Savara Inc)
