Representations and Warranties of the Company and the Selling Shareholder. 2.1 The Company represents and warrants to, and agrees with, the several Underwriters that:
(a) The Company has filed with the Commission a registration statement on Form F-1 (File No. 333-191459) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) of the Act and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” A registration statement on Form F-6 (File No. 333- ) relating to the ADSs has been filed with the Commission and has become effective (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter referred to as the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Exchange Act, a registration statement (the “Exchange Act Registration Statement”) on Form 8-A (File No. 001- ) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Ordinary Shares and the ADSs. For purposes of this Agreement, all references to the Initial Registration Statement, the Additional Registrations Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus or any amendment or supplement, or the Final Prospectus (including any prospectus wrapper) to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As of the time of execution and delivery of this Agree...
Representations and Warranties of the Company and the Selling Shareholder. (a) The Company represents and warrants to each of the Underwriters and the Selling Shareholder as follows:
(i) A registration statement on Form S-1 (File No. 333-133659) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.
Representations and Warranties of the Company and the Selling Shareholder. (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
Representations and Warranties of the Company and the Selling Shareholder. The Company and the Selling Shareholder hereby represent, warrant and covenant to each Underwriter as follows:
Representations and Warranties of the Company and the Selling Shareholder. (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
(i) A registration statement (No. 333-69501) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission
Representations and Warranties of the Company and the Selling Shareholder. The acceptance of the Purchase Price by the Company and the Selling Shareholder shall constitute an affirmation by the Company and the Selling Shareholder of the truth, as of the Closing, of the representations and warranties made by the Selling Shareholder in this Agreement and the Selling Shareholder and the Company represent and warrant to Diamond and Precision that:
Representations and Warranties of the Company and the Selling Shareholder. (a) The truth and accuracy of each of the representations, warranties and agreements being made by the Company to and with each of the International Underwriters in subclause 2(b) below, by the Selling Shareholder to and with each of the International Underwriters in subclause 2(c) below and by Ameritech (as defined below) to and with each of the International Underwriters in Section 4 of the International Guaranty (as defined below) constitute the basis upon which the International Underwriters have agreed to purchase the Firm Shares and, at their election, the Optional Shares and the basis upon which the International Underwriters are entering into this Agreement, and the International Underwriters, in entering into this Agreement, are relying on the truth and accuracy of each such representation, warranty and agreement.
(b) Except and to the extent prohibited (if at all) by New Zealand law, the Company represents and warrants to each International Underwriter as of the date hereof, as of the First Time of Delivery referred to in Section 5 hereof, and as of each Time of Delivery (if any) referred to in Section 5 hereof, and agrees with each International Underwriter that:
(i) The Company meets the requirements for use of Form F-3 under the Securities Act of 1933, as amended (the "Act"). A registration statement on Form F-3 (No. 333-47901) relating to the offer and sale of the U.S. Shares in the United States and Canada in connection with the U.S. Offering, including a form of prospectus relating to such U.S. Shares, has been filed with the Securities and Exchange Commission (the "Commission") and either (A) has been declared effective under the Act, and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the U.S. Shares may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the U.S. Shares all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pur...
Representations and Warranties of the Company and the Selling Shareholder. (a) The Company represents and warrants to each of the Underwriters as follows:
(i) A registration statement on Form F-1 (File No. 333-69322) with respect to the Ordinary Shares represented by the ADSs has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Commission thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form F-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the
Representations and Warranties of the Company and the Selling Shareholder. Except as set forth on the Company and Selling Shareholder Disclosure Schedule delivered to Purchaser simultaneously herewith (to which the Company and the Selling Shareholder also jointly and severally represent and warrant), the Company and the Selling Shareholder jointly and severally represent and warrant, to and for the benefit of the Indemnitees, as follows:
Representations and Warranties of the Company and the Selling Shareholder. A. The Company represents and warrants to, and agrees with, the several Underwriters that:
(a) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, and may have filed an amendment or amendments thereto, on Form S-3 (No. 333-______), for the registration of the Shares under the Securities Act of 1933, as amended (the "Act"). The Company will not, without your prior consent, file any other amendment thereto or make any change in the form of final prospectus included therein prior to the time it is first filed pursuant to Rule 424(b) of the General Rules and Regulations of the Commission under the Act (the "Regulations"). Such registration statement, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof, as amended, when it shall become effective, is herein called the "Registration Statement" and shall include information with respect to the Shares and the offering permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A or Rule 434 of the Regulations; and the prospectus, in the form
