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initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.”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by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.”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 Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:
Appears in 2 contracts
Samples: Underwriting Agreement (Qunar Cayman Islands Ltd.), Underwriting Agreement (Qunar Cayman Islands Ltd.)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
(ai) 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 A 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- 100470) relating to the ADSs Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”) and either (A) has become 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 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 Statementinitial registration statement”) on Form 8-A has been declared effective, either (File No. 001- A) under an additional registration statement (the Exchange Act to register, under Section 12(b“additional registration statement”) of the Exchange Act, the Ordinary Shares and the ADSs. For purposes of this Agreement, all references relating 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 Offered Securities may have been filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system Rule 462(b) (“XXXXXRule 462(b)”). As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective ) under the Act and is not proposed to be amended. Any Additional Registration Statement and, if so filed, has or will become effective upon filing pursuant to such Rule and the Offered Securities 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 is not proposed will become effective upon filing pursuant to be amended. The such Rule and upon such filing the Offered Securities will all have been or will be duly registered under the Act pursuant to the Initial Registration Statement andinitial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if applicableany post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the Additional Registration Statementmost recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (“Rule 462(c)”) under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement:, “Effective Time” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representative that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and
Appears in 1 contract
Samples: Underwriting Agreement (Old Dominion Freight Line Inc/Va)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) The Company has filed with the Commission a A registration statement on Form F-1 S-3 (File No. 333-191459192508), including a base prospectus (the “Base Prospectus”), with respect to the Shares has been prepared and filed by the Company with the Securities and Exchange Commission (the “Commission”) covering under the registration Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Offered Securities Commission thereunder. Each preliminary prospectus supplement describing the Shares and the offering thereof shall be referred to as a “Preliminary Prospectus Supplement”), and together with the Base Prospectus, is called the “Preliminary Prospectus.” As used herein, the term “Prospectus” shall mean the final prospectus supplement to the Base Prospectus that describes the Shares and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus in the form first used by the Underwriters to confirm sales of the Shares or in the form first made available to the Underwriters by the Company to meet requests or purchasers pursuant to Rule 173 under the Act, including a related preliminary . References herein to the Preliminary Prospectus and the Prospectus shall refer to both the prospectus or prospectusessupplement and the Base Prospectus components of such prospectus. At any particular time, this initial The registration statement, in including any amendments thereto, the form then on file 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 the Commission, including all information contained in the any registration statement (if any) filed by the Company pursuant to Rule 462(b) of under the Act and then deemed to be a part of the initial registration statementAct, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be is herein referred to as the “Initial Registration Statement.” The Company may also have filed”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430B or may file 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and at such time of effectiveness conformed in all material respects 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 requirements of the Initial Act and the Rules and Regulations and no post-effective amendment to the 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 as of the Commission and has become effective date of this equity underwriting agreement (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 this “ADS Registration StatementAgreement”). 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 Any reference herein to the Initial Registration Statement, the Additional Registrations Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus Preliminary Prospectus or to the Prospectus or to any amendment or supplement, or the Final Prospectus (including any prospectus wrapper) supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include the copy any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As after the date of filing of the time Prospectus under Rule 424(b) under the Act, and prior to the termination of execution the offering of the Shares by the Underwriters. All references herein to financial statements and delivery of this Agreementschedules and other information which are “contained,” “included” “set forth” or “stated” in, or “part of” the Registration Statement, the Initial Preliminary Prospectus, the Base Prospectus, or the Prospectus, and all other references of like import, shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement has been declared effective Statement, the Preliminary Prospectus, the Base Prospectus or the Prospectus, as the case may be. All references herein to amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Base Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is not proposed or is deemed to be amended. Any Additional incorporated by reference in the Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicableStatement, the Additional Registration Statement. For purposes of this Agreement:Preliminary Prospectus, the Base Prospectus, or the Prospectus, as the case may be.
Appears in 1 contract
Samples: Equity Underwriting Agreement (Del Frisco's Restaurant Group, Inc.)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, each of the several Underwriters that:
(ai) The Company has filed with the Commission a A registration statement on Form F-1 S-1 (File No. 333-1914594047) covering with respect to the registration of the Offered Securities under the ActSecurities, including a related preliminary prospectus or prospectuses. At any particular timesubject to completion, 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 by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective (one or more amendments to such registration statement on Form F-6, including all exhibits thereto, as amended at may have been so filed. After 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 Agreement, the Initial Registration Statement Company will file with the Commission either (a) if such registration statement, as it may have been amended, has been declared by the Commission to be effective under the Act, either, (i) if the Company relies on Rule 434 under the Act, a Term Sheet (as hereinafter defined) relating to the Securities, that shall identify the Preliminary Prospectus (as hereinafter defined) that it supplements containing such information as is required or permitted by Rules 434, 430A and 424(b) under the Act or (ii) if the Company does not rely on Rule 434 under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 424(b) under the Act, and is in the case of either clause (a)(i) or (a)(ii) of this sentence as have been provided to and approved by the Representatives prior to the execution of this Agreement, or (b) if such registration statement, as it may have been amended, has not proposed been declared by the Commission to be amendedeffective under the Act, an amendment to such registration statement, including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. Any Additional Registration Statement has or will become effective upon filing The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act for the purpose of registering certain additional Securities, which registration shall be effective upon filing with the Commission. As used in this Agreement, the term "Original Registration Statement" means the registration statement initially filed relating to the Securities, as amended at the time when it was or is declared effective, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A under the Initial Act and included in the Prospectus (as hereinafter defined); the term "Rule 462(b) Registration Statement" means any registration statement filed with the Commission pursuant to Rule 462(b) under the Act (including the Registration Statement andand any Preliminary Prospectus or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with such registration statement or any amendment thereto (including the prospectus subject to completion, if applicableany, included in the Additional Registration Statement. For purposes of this AgreementStatement or any amendment thereto at the time it was or is declared effective); the term "Prospectus" means:
Appears in 1 contract
Samples: Underwriting Agreement (Vdi Media)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, the several Underwriters thatas follows:
(ai) The Company has filed with the Commission a A registration statement on Form F-1 S-1 (File No. 333-19145920315) covering with respect to the registration Shares has been prepared by the Company in conformity with the requirements of the Offered Securities under Act of 1933, as amended, (the "Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in ") and the form then on file with Rules and Regulations (the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b"Rules and Regulations") of the Act Securities and then deemed to be a part of Exchange Commission (the initial registration statement, "Commission") thereunder 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 (under the Act. Copies of such registration statement on Form F-6statement, including all exhibits any amendments thereto, the preliminary prospectuses (meeting the requirements of Rule 430A of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended at and revised, have heretofore been delivered by the time such Company to you. Such registration statement becomes effectivestatement, being hereinafter herein 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 ," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the copy filed with Prospectus referred to below, has been declared effective by the Commission pursuant under the Act and no post-effective amendment to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under filed as of the Act and is not proposed to be amendeddate of this Agreement. Any Additional Registration Statement has or will become effective upon filing The form of prospectus first filed by the Company with the Commission pursuant to Rule 462(b424(b) and Rule 430A is herein referred to as the "Prospectus." Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus."
(ii) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Georgia, with corporate power and authority to own its properties and conduct its business as described in the Registration Statement; each of the subsidiaries of the Company that conduct business and hold assets (collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing (to the extent that good standing is a concept recognized by such jurisdiction) under the laws of the jurisdiction of its incorporation, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement; the Company and each of the Subsidiaries are duly qualified to transact business in all jurisdictions in which the conduct of their business requires such qualification, except to the extent that the failure to be so qualified would not have a material adverse effect on the Company and the Subsidiaries taken as a whole; the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of all liens, encumbrances and security interests; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding.
(iii) The outstanding shares of Common Stock of the Company, including all shares to be sold by the Selling Shareholder, have been duly authorized and validly issued and are fully paid and non-assessable; the portion of the Shares to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein will be validly issued, fully-paid and non-assessable; and no preemptive rights of shareholders exist with respect to any of the Shares or the issue and sale thereof.
(iv) The Shares conform with the description thereof contained in the Registration Statement.
(v) The Commission has not issued an order preventing or suspending the use of any Preliminary Prospectus relating to the proposed offering of the Shares nor instituted proceedings for that purpose. The Registration Statement contains and the Prospectus and any amendments or supplements thereto in all respects conform or will conform, as the case may be, to the requirements of, the Act and the Rules and Regulations. Neither the Registration Statement nor any amendment thereto, and neither the Prospectus nor any supplement thereto, contains or will contain, as the case may be, any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement or the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use in the preparation thereof.
(vi) The combined financial statements of the Company and each of its subsidiaries, together with related notes and schedules as set forth in the Registration Statement, present fairly in all material respects the financial position and the results of operations of the Company and each of its subsidiaries, taken as a whole, at the indicated dates and for the indicated periods. Such financial statements have been prepared in accordance with generally accepted principles of accounting and all adjustments necessary for a fair presentation of results for such periods have been made. The selected and summary financial, operating and statistical data included in the Registration Statement presents fairly in all material respects the information shown therein and have been compiled on a basis consistent with the financial statements presented therein.
(vii) There is no action or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of the Subsidiaries before any court or administrative agency which might reasonably be expected to result in any material adverse change in the business or financial condition of the Company and of the Subsidiaries taken as a whole, except as set forth in the Registration Statement.
(viii) The Company and the Subsidiaries have good and marketable title to all of the properties and assets reflected in the financial statements hereinabove described (or as described in the Registration Statement), subject to no lien, mortgage, pledge, charge or encumbrance of any kind except those reflected in such financial statements (or as described in the Registration Statement) or which are not material. The Company and the Subsidiaries occupy their leased properties under valid and binding leases with such exceptions as are not material to the Company and the Subsidiaries taken as a whole. Such leases conform to the descriptions thereof set forth in the Registration Statement.
(ix) The Company and the Subsidiaries have filed all Federal, State and foreign income tax returns which have been required to be filed and have paid all taxes indicated by said returns and all assessments received by them or any of them to the extent that such taxes have become due and are not being contested in good faith.
(x) Since the respective dates as of which information is given in the Registration Statement, as it may be amended or supplemented, there has not been any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole or the earnings, business affairs, management, or business prospects of the Company and its Subsidiaries taken as a whole, whether or not occurring in the ordinary course of business, and there has not been any material transaction entered into by the Company or the Subsidiaries, other than transactions in the ordinary course of business and changes and transactions contemplated by the Registration Statement, as it may be amended or supplemented. The Company and the Subsidiaries have no material contingent obligations which are not disclosed in the Registration Statement, as it may be amended or supplemented.
(xi) Neither the Company nor any of the Subsidiaries is in default under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it or any of its properties is bound and which default is of material significance in respect of the business or financial condition of the Company and the Subsidiaries taken as a whole. The consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any Subsidiary is a party, or of the Charter or by-laws of the Company or any order, rule or regulation applicable to the Company or any Subsidiary of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction over the Company or any Subsidiary, except for such breaches that would not result in a material adverse effect.
(xii) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the National Association of Securities Dealers, Inc. (the "NASD") or may be necessary to qualify the Shares for public offering by the Underwriters under State securities or Blue Sky laws) has been obtained or made and is in full force and effect.
(xiii) The Company and each of the Subsidiaries holds all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their businesses, except where the failure to possess such licenses, certificates and permits would not have a material adverse effect; and, to the knowledge of the Company, neither the Company nor any of the Subsidiaries has received notice of infringement of any patents, patent rights, trade names, trademarks or copyrights, which infringement is material to the business of the Company and the Subsidiaries taken as a whole.
(xiv) Arthxx Xxxexxxx XXX, the firm that has certified certain of the financial statements filed with the Commission as part of the Registration Statement, are independent public accountants as required by the Act and the Rules and Regulations.
(xv) The Company's application for designation of the Shares on the Nasdaq Stock Market (National Market) (the "Nasdaq National Market") has been approved.
(xvi) To the best of the Company's knowledge, there are no affiliations or associations between any member of the National Association of Securities Dealers, Inc. and any of the Company's officers, directors or 5% or greater security holders, except as set forth in the Registration Statement or as otherwise disclosed in writing to the Representatives.
(b) The Selling Shareholder represents and warrants as follows:
(i) The Selling Shareholder has and at the Closing Date and the Option Closing Date, as the case may be (as such dates are hereinafter defined) will have good and marketable title to the Option Shares to be sold by the Selling Shareholder, free of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of such Option Shares; and upon the delivery of and payment for such Option Shares pursuant to this Agreement, good and marketable title thereto, free of any liens, encumbrances, equities and claims, will be transferred to the several Underwriters.
(ii) The consummation by the Selling Shareholder of the transactions herein contemplated and the fulfillment by the Selling Shareholder of the terms hereof will not result in a breach of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Selling Shareholder is a party, or of any order, rule or regulation applicable to the Selling Shareholder of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction over the Selling Shareholder.
(iii) The Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to, or which has constituted, or which might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock of the Company.
(iv) No offering, sale or other disposition of any Common Stock of the Company, any options or warrants to purchase shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock will be made for a period of 180 days after the date of this Agreement, directly or indirectly, by such Selling Shareholder otherwise than hereunder or with the prior written consent of Alex. Browx & Xons Incorporated.
(v) Without having undertaken to determine independently the accuracy or completeness of either the representations and warranties of the Company contained herein or the information contained in the Registration Statement, the Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in this Section 1 are not true and correct, has read the Registration Statement and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement which has adversely affected or may be reasonably likely to adversely affect the business of the Company or any of the Subsidiaries; and the sale of the Option Shares by the Selling Shareholder pursuant hereto is not proposed to be amended. The Offered Securities all have been prompted by any information concerning the Company or will be duly registered under any of the Act pursuant to Subsidiaries which is not set forth in the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes In order to document the Underwriters' compliance with the reporting and withholding provisions of this Agreement:the Tax Equity and Fiscal Responsibility Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with respect to the transactions herein contemplated, the Selling Shareholder agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).
Appears in 1 contract
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) The Company has filed with the Commission a A registration statement on Form F-1 (File No. 333-191459192292) covering with respect to the registration Shares has been prepared by the Company in conformity in all material respects with the requirements of the Offered U.S. Securities under Act of 1933, as amended (the “Act”), including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in and the form then on file with rules and regulations (the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b“Rules and Regulations”) of the Act U.S. Securities 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 Exchange Commission (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 thereunder 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 (Commission. Copies of such registration statement on Form F-6statement, including any amendments thereto, the preliminary prospectuses (meeting in all exhibits theretomaterial respects, at the time of filing thereof, 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, as amended at the time such it became effective, together with any registration statement becomes effectivefiled by the Company pursuant to Rule 462(b) under the Act, being hereinafter is herein 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 which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the copy 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 its Electronic Data Gatheringand within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time the Registration Statement became effective is herein referred to as a “Preliminary Prospectus”. Any reference to the Registration Statement, Analysis and Retrieval system (“XXXXX”). As any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the time foregoing documents shall be deemed to refer and include any documents incorporated by reference therein, and, in the case of execution any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and delivery of this Agreementany supplements or amendments thereto, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing filed with the Commission pursuant to after the date of the filing of the Prospectus under Rule 462(b424(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant Act, and prior to the Initial Registration Statement and, if applicable, termination of the Additional Registration Statement. For purposes offering of this Agreement:the Shares by the Underwriters.
Appears in 1 contract
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 and the Commission a Selling Shareholder jointly and severally represent and warrant to each of the Underwriters as follows:
(i) A registration statement on Form F-1 (File No. 333-191459188765) covering with respect to the registration Shares has been prepared by the Company in conformity in all material respects with the requirements of the Offered U.S. Securities under Act of 1933, as amended (the “Act”), including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in and the form then on file with rules and regulations (the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b“Rules and Regulations”) of the Act U.S. Securities 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 Exchange Commission (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 thereunder 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 (Commission. Copies of such registration statement on Form F-6statement, including any amendments thereto, the preliminary prospectuses (meeting in all exhibits theretomaterial respects, at the time of filing thereof, 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, as amended at the time such it became effective, together with any registration statement becomes effectivefiled by the Company pursuant to Rule 462(b) under the Act, being hereinafter is herein 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 which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the copy 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 its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As of within the time of execution and delivery of this Agreement, limits described in Rule 424(b) under the Initial Act. Each preliminary prospectus included in the Registration Statement has been declared effective under prior to the Act and is not proposed to be amended. Any Additional time the Registration Statement has or will become became effective upon filing with the Commission pursuant is herein referred to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:as a “Preliminary Prospectus”.
Appears in 1 contract
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, the several U.S. Underwriters that:
(ai) The Company A registration statement (No. 333-18065) relating to the Offered Securities, including a form of prospectus relating to the U.S. Securities and a form of prospectus relating to the International Securities being offered in the International Offering, 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 (I) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission a registration statement on Form F-1 pursuant to Rule 462(b) (File No. 333-191459"Rule 462(b)") covering under the registration of Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the ActAct pursuant to the initial registration statement and, including a related preliminary prospectus if applicable, the additional registration statement or prospectuses(II) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. At If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any particular timepost-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (I) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (II) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, in the form then on file with the Commissionas amended at its Effective Time, including all information contained in the additional registration statement (if any) pursuant to Rule 462(b) of the Act and then deemed to be a part of the initial registration statementstatement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be is hereinafter 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) additional registration statement, in the form then on file with the Commissionas amended at its Effective Time, including the contents of the Initial Registration Statement 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 information (if any) deemed to be referred to as a part of the “Additional Registration Statement.” A additional registration statement on Form F-6 (File No. 333- ) relating as of its Effective Time pursuant to the ADSs has been filed with the Commission and has become effective (such registration statement on Form F-6Rule 430A(b), including all exhibits thereto, as amended at the time such registration statement becomes effective, being is hereinafter referred to as the “ADS "Additional Registration Statement”)". The Company has also filed, in accordance with Section 12 of Initial Registration Statement and the Exchange Act, Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a registration statement (the “Exchange Act "Registration Statement”) on Form 8-A (File No". 001- ) under The form of prospectus relating to the Exchange Act to register, under Section 12(b) of the Exchange Act, the Ordinary Shares U.S. Securities and the ADSs. For purposes form of this Agreement, all references prospectus relating to the Initial Registration StatementInternational Securities, 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 each as first filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system in accordance with Rule 424(b) (“XXXXX”"Rule 424(b). As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective ") under the Act or (if no such filing is required) as included in the Registration Statement, are hereinafter referred to as the "U.S. Prospectus" and is not proposed to be amendedthe "International Prospectus", respectively, and collectively as the "Prospectuses". Any Additional Registration Statement No document has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered prepared or distributed in reliance on Rule 434 under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:Act.
Appears in 1 contract
Samples: Underwriting Agreement (Chicago Bridge & Iron Co N V)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act of 1933 (the “Act”). The Company’s Common Stock has been registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “ORIG.” The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission a (the “Commission”). A registration statement on Form F-1 (File No. 333-191459180241) covering with respect to the registration Shares has been prepared by the Company in conformity with the requirements of the Offered Securities under the Act, including a related preliminary prospectus and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder and has been filed with the Commission. The Company meets the requirements and complies with the conditions for the use of Form F-1 and for the incorporation by reference therein of the reports and other materials filed by it pursuant to Section 13(a) or prospectuses15(d) of the Exchange Act. At any particular time, this initial Copies of such registration statement, in including any amendments thereto, the form then on file 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 the Commission, including all information contained in the any registration statement (if any) filed by the Company pursuant to Rule 462(b) of under the Act and then deemed to be a part of the initial registration statementAct, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be is herein 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 which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the copy 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 its Electronic Data Gatheringand 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.” Any reference herein to the Registration Statement, Analysis and Retrieval system (“XXXXX”). As any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the time of execution foregoing documents shall be deemed to refer to and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:include any documents incorporated by reference therein.
Appears in 1 contract
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) The Company has filed with the Commission a A registration statement on Form F-1 S-1 (File No. 333-19145930574) covering with respect to the registration Shares has been prepared by the Company in conformity with the requirements of the Offered Securities under Act of 1933, as amended (the "Act"), including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in and the form then on file with Rules and Regulations (the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b"Rules and Regulations") of the Act Securities and then deemed to be a part of Exchange Commission (the initial registration statement, "Commission") thereunder 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 the 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 filed by electronic transmission pursuant 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 Commission's Electronic Data Gathering, Analysis and Retrieval system System (“XXXXX”). As "EDGAX") (except as may be permitted by Regulation S-T under the Act) was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the time Shares. Copies of execution and delivery of this Agreementsuch registration statement, including any amendments thereto, the Initial 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) of the Act, herein referred to as the "Registration Statement Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has been declared become effective under the Act and is not proposed no post-effective amendment to be amended. Any Additional the Registration Statement has or will become effective upon filing been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 462(b) and is not proposed to be amended424(b). The Offered Securities all have been or will be duly registered under Each preliminary prospectus included in the Act pursuant Registration Statement prior to the Initial Registration Statement andtime it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to any Prospectus shall be deemed to include any supplements or amendments thereto filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, if applicable, and prior to the Additional Registration Statement. For purposes termination of this Agreement:the offering of the Shares by the Underwriters.
Appears in 1 contract
Samples: Equity Underwriting Agreement (Emerald Delaware Inc)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) The Company has filed with An “automatic shelf registration statement” as defined in Rule 405 under the Commission a registration statement Securities Act of 1933, as amended (the “Act”), on Form F-1 S-3 (File No. 333-191459143472) covering the registration in respect of the Offered Securities under the ActShares, including a related preliminary form of prospectus or prospectuses. At any particular time(the “Base Prospectus”), this initial registration statementhas been prepared and filed by the Company not earlier than three years prior to the date hereof, in the form then on file conformity with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) requirements of the Act and then deemed to be a part the rules and regulations (the “Rules and Regulations”) of the initial Securities and Exchange Commission (the “Commission”) thereunder. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. Copies of such registration statement, and all 430A Information and all 430C Informationincluding any amendments thereto, that in the Base Prospectus, as supplemented by 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 preliminary prospectus (including 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- preliminary prospectus supplement) 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 GatheringRule 424(b) under the Act, Analysis and Retrieval system including the documents incorporated in the Base Prospectus by reference (a “XXXXXPreliminary Prospectus”), and the exhibits, financial statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to you. As of Such registration statement, together with any post-effective amendment thereto filed by the time of execution Company pursuant to Rules 413(b) and delivery of this Agreement462(f) under the Act, is herein referred to as the Initial “Registration Statement 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 been declared become effective under the Act and is not proposed no post-effective amendment to be amended. Any Additional the Registration Statement has or will become effective upon filing been filed as of the date of this Agreement. “Prospectus” means the prospectus in the form first used to confirm sales of Shares and filed with the Commission pursuant to and within the time limits described in Rule 462(b424(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant and in accordance with Section 4(a)(i) hereof. Any reference herein to the Initial Registration Statement Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, if applicablein the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Additional Registration Statement. For purposes Commission after the date of this Agreement:filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Shares by the Underwriters.
Appears in 1 contract
Samples: Equity Underwriting Agreement (Portland General Electric Co /Or/)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) The Company has filed with the Commission a A registration statement on Form F-1 S-3 (File No. 333-19145965396) 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 respect to the ADSs Shares has been prepared by the Company and has been filed with the Securities and Exchange Commission and has become effective (such registration statement on Form F-6, including all exhibits theretothe "Commission") under the Securities Act of 1933, as amended at (the time "Act"), and the rules and regulations (the "Rules and Regulations") of the Commission thereunder and is effective. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations in all material respects) 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 becomes effectiveincreasing the size of the offering filed by the Company pursuant to Rule 462 (b) of the Act, being hereinafter is herein 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 ," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the copy 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 its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”Rule 424(b). As Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the time foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective Form S-3 under the Act as of the date of such Registration Statement, Preliminary Prospectus or Prospectus, as the case may be, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and is not proposed to be amended. Any Additional Registration Statement has any supplements or will become effective upon filing amendments thereto, filed with the Commission pursuant to Rule 462(bafter the date of filing of the Prospectus under Rules 424(b) or 430A, and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant prior to the Initial Registration Statement and, if applicable, termination of the Additional Registration Statement. For purposes offering of this Agreement:the Shares by the Underwriters.
Appears in 1 contract
Samples: Equity Underwriting Agreement (Silgan Holdings Inc)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) 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 S-3 (File No. 333- ) relating with ----- respect to the ADSs 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 and Commission. The Company has become effective (complied with the conditions for the use of Form S-3. Copies of such registration statement on Form F-6statement, including all exhibits 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 at and revised, have heretofore been delivered by the time such Company to you. Such registration statement, together with any registration statement becomes effectivefiled by the Company pursuant to Rule 462 (b) of the Act, being hereinafter herein 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 ," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the copy 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 (a) the form of prospectus first filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system Rule 424(b) or (“XXXXX”). As of b) the last preliminary prospectus included in the Registration Statement filed prior to the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared it becomes effective or filed pursuant to Rule 424(a) under the Act and that is not proposed delivered by the Company to be amended. Any Additional Registration Statement has the Underwriters for delivery to purchasers of the Shares, together with the term sheet or will become effective upon filing abbreviated term sheet filed with the Commission pursuant to Rule 462(b424(b)(7) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant Act. Each preliminary prospectus included in the Registration Statement prior to the Initial time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein, and, if applicablein the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Additional Registration Statement. For purposes Commission after the date of this Agreement:filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.
Appears in 1 contract
Representations and Warranties of the Company and the Selling Shareholder. 2.1 A. The Company represents and warrants the Selling Shareholder represent and warrant to, and agrees agree with, each of the several Underwriters thatas of the date hereof, and as of the Closing Date and the Option Closing Date, if any, as follows:
(a) The Company has prepared and filed with the Securities and Exchange Commission (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 an amendment or amendments thereto, on Form S-1 (No. __________), including any related preliminary prospectus (the "Preliminary Prospectus"), 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) related 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 Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) of the Regulations (as defined below) for the registration of the Securities, the Representative's Warrants and is the Representative's Shares (collectively, hereinafter referred to as the "Registered Securities") under the Securities Act of 1933, as amended (the "Act"), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the Regulations (as defined below) of the Commission under the Act. The Company will not proposed file any other amendment thereto to which the Underwriters shall have objected in writing after having been furnished with a copy thereof. Except as the context may otherwise require, such registration statements as amended, on file with the Commission at the time the registration statements become effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be amendeda part thereof as of such time pursuant to paragraph (b) of Rule 430(A) of the Regulations), are hereinafter called the "Registration Statement," and the form of prospectus in the form first filed with the Commission pursuant to Rule 424(b) of the Regulations, is hereinafter called the "Prospectus." For purposes hereof, "Regulations" mean the rules and regulations adopted by the Commission under either the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable.
(b) Neither the Commission nor any state regulatory authority has issued any order preventing or suspending the use of any Preliminary Prospectus, the Registration Statement or the Prospectus or any part thereof, and no proceedings for a stop order suspending the effectiveness of the Registration Statement or any of the Company's securities have been instituted or are pending or threatened. Each of the Preliminary Prospectus, the Registration Statement and the Prospectus at the time of filing thereof conformed in all material respects with the requirements of the Act and the Regulations, and none of the Preliminary Prospectus, the Registration Statement or the Prospectus at the time of filing thereof contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty does not apply to statements made in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by or on behalf of the Underwriters expressly for use in such Preliminary Prospectus, Registration Statement or Prospectus.
(c) When the Registration Statement becomes effective and at all times subsequent thereto up to the Closing Date (as defined in Section 2(c) hereof) and each Option Closing Date (as defined in Section 2(b) hereof), if any, and during such longer period as the Prospectus may be required to be delivered in connection with sales by the Underwriters or a dealer, the Registration Statement and the Prospectus, as amended or supplemented as required, will contain all statements which are required to be stated therein in accordance with the Act and the Regulations, and will conform in all material respects to the requirements of the Act and the Regulations; neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that this representation and warranty does not apply to statements made or statements omitted in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter expressly for use in the Registration Statement or the Prospectus or any amendment thereof or supplement thereto.
(d) The Company and all subsidiaries in which it owns an interest, direct or indirect (the "Subsidiaries"), have been duly organized and are validly existing as corporations in good standing under the laws of the respective states of their incorporation. The Offered Securities all have been Company does not own or will be duly registered under control, directly or indirectly, any corporation, partnership, trust, joint venture or other business entity other than the Act pursuant to subsidiaries listed in Exhibit 21 of the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes Each of the Company and the Subsidiaries is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations require such qualification or licensing. Each of the Company and the Subsidiaries has all requisite power and authority (corporate and other), and has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease its properties and conduct its business as described in the Prospectus; each of the Company and the Subsidiaries is and has been doing business in compliance with all such authorizations, approvals, orders, licenses, certificates, franchises and permits and all federal, state, local and foreign laws, rules and regulations; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such authorization, approval, order, license, certificate, franchise, or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the business affairs, operations, properties, or results of operations of the Company and the Subsidiaries, taken as a whole. The disclosures in the Registration Statement concerning the effects of federal, state, local, and foreign laws, rules and regulations on the Company's and the Subsidiaries' businesses as currently conducted and as contemplated are correct in all material respects and do not omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made.
(e) The Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus under the headings "Capitalization" and "Description of Capital Stock" and will have the adjusted capitalization set forth therein on the Closing Date and the Option Closing Date, if any, based upon the assumptions set forth therein, and the Company is not a party to or bound by any instrument, agreement or other arrangement, including, but not limited to, any voting trust agreement, stockholders agreement or other agreement or instrument, affecting the Common Stock or rights or obligations of securityholders of the Company or the Subsidiaries or providing for any of the Company or the Subsidiaries to issue any capital stock, rights, warrants, options or other securities, except for this Agreement:, the Representative's Warrant Agreement and as described in the Prospectus. The Common Stock, the Representative's Warrants and the Representative's Shares and all other securities issued or issuable by each of the Company or the Subsidiaries conform or, when issued and paid for, will conform, in all material respects to all statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding shares of capital stock of the Company or any of the Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in or contemplated by the Prospectus and the financial statements of the Company and the related notes thereto included in the Prospectus, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock option, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder as set forth in the Prospectus conforms in all material respects with the requirements of the Act. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and the holders thereof have no rights of rescission with respect thereto and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Home Security International Inc)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) The Company has filed with the Commission a A registration statement on Form F-1 S-1 (File No. 333-19145933-_______) covering with respect to the registration Shares has been carefully prepared by the Company in conformity with the requirements of the Offered Securities under Act of 1933, as amended (the "Act"), including a related preliminary prospectus or prospectusesand the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. At any particular time, this initial Copies of such registration statement, in including any amendments thereto, the form then on file 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 the Commission, including all information contained in the any registration statement (if any) filed by the Company pursuant to Rule 462(b) of the Act and then deemed to be a part of the initial registration statementAct, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be herein 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 ," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the copy 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 (a) the form of prospectus first filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system Rule 424(b) or (“XXXXX”). As of b) the last preliminary prospectus included in the Registration Statement filed prior to the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared it becomes effective or filed pursuant to Rule 424(a) under the Act and that is not proposed delivered by the Company to be amended. Any Additional Registration Statement has the Underwriters for delivery to purchasers of the Shares, together with the term sheet or will become effective upon filing abbreviated term sheet filed with the Commission pursuant to Rule 462(b424(b)(7) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant Act. Each preliminary prospectus included in the Registration Statement prior to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:time it becomes effective is herein referred to as a "Preliminary Prospectus."
Appears in 1 contract
Samples: Underwriting Agreement (Texas Regional Bancshares Inc)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, the several Underwriters thatas follows:
(ai) The A registration statement on Form S-1 (File No. 333-________) 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 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 Copies of such registration statement, in including any amendments thereto, the form then on file preliminary prospectuses (meeting the requirements of Rule 430A 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 the Commission, including all information contained in the any registration statement (if any) filed by the Company pursuant to Rule 462(b) of the Act and then deemed to be a part of the initial registration statementAct, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be herein 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 ," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the copy 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 (a) the form of prospectus first filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system Rule 424(b) or (“XXXXX”). As of b) the last preliminary prospectus included in the Registration Statement filed prior to the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared it becomes effective or filed pursuant to Rule 424(b) under the Act and that is not proposed delivered by the Company to be amended. Any Additional Registration Statement has the Underwriters for delivery to purchasers of the Shares, together with any term sheet or will become effective upon filing abbreviated term sheet filed with the Commission pursuant to Rule 462(b424(b)(7) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant Act. Each preliminary prospectus included in the Registration Statement prior to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:time it becomes effective is herein referred to as a "Preliminary Prospectus."
Appears in 1 contract
Representations and Warranties of the Company and the Selling Shareholder. 2.1 The Company represents and warrants tothe Selling Shareholder represent, warrant and agrees with, the several Underwriters covenant to each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 and a registration statement (Registration No. 333-________) on Form S-3 relating to the Shares, including a preliminary prospectus and such amendments to such registration statement as may have been required to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (collectively referred to as the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, and has been filed with the Commission. The term "preliminary prospectus" as used herein means a preliminary prospectus, including the documents incorporated by reference therein, as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of the registration statement. Copies of such registration statement and amendments and of each related preliminary prospectus have been delivered to the Representatives. If such registration statement has not become effective, the Company will promptly file with the Commission a further amendment to such registration statement on Form F-1 (File No. 333-191459) covering the registration of the Offered Securities under the Actstatement, including a related preliminary form of final prospectus, necessary to permit such registration statement to become effective. If such registration statement has become effective, a final prospectus or prospectuses. At any particular time, this initial registration statement, in containing information permitted to be omitted at the form then on file time of effectiveness by Rule 430A of the Rules and Regulations will be filed promptly by the Company with the CommissionCommission in accordance with Rule 424(b) of the Rules and Regulations. The term "Registration Statement" means the registration statement as amended at the time it becomes or became effective (the "Effective Date"), including all documents incorporated by reference therein, financial statements and all exhibits and schedules thereto and any information contained in the deemed to be included by Rule 430A, and includes any registration statement (if any) relating to the offering contemplated by this Agreement and filed pursuant to Rule 462(b) of the Act Rules and then deemed to be a part of Regulations. The term "Prospectus" means 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 Commissionprospectus, including the contents of the Initial Registration Statement documents incorporated by reference therein and including all 430A Information and all 430C Informationtherein, 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 first 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 pursuant 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(bRule 424(b) of the Exchange ActRules and Regulations or, if no such filing is required, the Ordinary Shares and form of final prospectus, including the ADSsdocuments incorporated by reference therein, included in the Registration Statement at the Effective Date. For purposes of this Agreement, all references Any reference herein to the Initial Registration Statement, terms "amend," "amendment" or "supplement" with respect to 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 refer to and include the copy filed with filing of any document under the Commission pursuant to its Electronic Data GatheringSecurities Exchange Act of 1934, Analysis and Retrieval system as amended (“XXXXX”the "Exchange Act"). As , after the Effective Date, the date of any preliminary prospectus or the date of the time of execution Prospectus, as the case may be, and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed deemed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:incorporated therein by reference.
Appears in 1 contract
Samples: Underwriting Agreement (Intevac Inc)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) The Company has filed with the Commission a A registration statement on Form F-1 S-3 (File No. 333-191459160238) covering with respect to the registration Shares has been prepared by the Company in conformity with the requirements of the Offered Securities under Act of 1933, as amended (the “Act”), including a related preliminary prospectus or prospectusesand the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. At any particular time, The Company and the transactions contemplated by this initial Agreement meet the requirements and comply with the conditions for the use of Form S-3. Copies of such registration statement, in including any amendments thereto, the form then on file 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 the Commission, including all information contained in the any registration statement (if any) filed by the Company pursuant to Rule 462(b) of under the Act and then deemed to be a part of the initial registration statementAct, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be is herein 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 which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the copy 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 its Electronic Data Gatheringand 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.” Any reference herein to the Registration Statement, Analysis and Retrieval system (“XXXXX”). As any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the time foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of execution any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and delivery of this Agreementany supplements or amendments thereto, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing filed with the Commission pursuant to after the date of filing of the Prospectus under Rule 462(b424(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant Act, and prior to the Initial Registration Statement and, if applicable, termination of the Additional Registration Statement. For purposes offering of this Agreement:the Shares by the Underwriters.
Appears in 1 contract
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
(ai) The Company A registration statement (No. 333-59400) 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 a registration statement on Form F-1 pursuant to Rule 462(b) (File No. 333-191459“Rule 462(b)”) covering under the registration of Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the ActAct pursuant to the initial registration statement and, including a related preliminary prospectus if applicable, the additional registration statement or prospectuses(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 pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. At If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any particular timepost-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (“Rule 462(c)”) under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, “Effective Time” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, “Effective Time” with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). “Effective Date” with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, in the form then on file with the Commissionas amended at its Effective Time, including all material incorporated by reference therein, including all information contained in the additional registration statement (if any) pursuant to Rule 462(b) of the Act and then deemed to be a part of the initial registration statementstatement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) (“Rule 430A(b)”) under the Act, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be is hereinafter 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) additional registration statement, in the form then on file with the Commissionas amended at its Effective Time, including the contents of the Initial Registration Statement initial registration statement incorporated by reference therein and including all 430A Information and all 430C Informationinformation (if any) deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), that in any case has not then been superseded or modified, shall be is hereinafter referred to as the “Additional Registration Statement.” A registration statement on Form F-6 (File No. 333- ) The Initial Registration Statement and the Additional Registration are hereinafter referred to collectively as the “Registration Statements” and individually as a “Registration Statement.” The form of prospectus relating to the ADSs has been Offered Securities, as first filed with the Commission pursuant to and has become effective in accordance with Rule 424(b) (“Rule 424(b)”) under the Act or (if no such registration statement on Form F-6filing is required) as included in a Registration Statement, including all exhibits theretomaterial incorporated by reference in such prospectus, as amended at the time such registration statement becomes effective, being is hereinafter referred to as the “ADS Registration Statement”). The Company Prospectus.” No document 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 Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered prepared or distributed in reliance on Rule 434 under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:Act.
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Samples: Underwriting Agreement (Koninklijke Philips Electronics Nv)
Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
(ai) The Company A registration statement (No. 333- ) 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 ("initial registration statement") has been declared effective, either (A) an additional registration statement ("additional registration statement") relating to the Offered Securities may have been filed with the Commission a registration statement on Form F-1 pursuant to Rule 462(b) (File No. 333-191459"Rule 462(b)") covering under the registration of Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the ActAct pursuant to the initial registration statement and, including a related preliminary prospectus if applicable, the additional registration statement or prospectuses(B) such an additional registration statement may be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. At If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed 2 and the Company does not propose to amend it, and if any particular timepost-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, in the form then on file with the Commissionas amended at its Effective Time, including all information contained in the additional registration statement (if any) pursuant to Rule 462(b) of the Act and then deemed to be a part of the initial registration statementstatement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be is hereinafter 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) additional registration statement, in the form then on file with the Commissionas amended at its Effective Time, including the contents of the Initial Registration Statement 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 information (if any) deemed to be referred to as a part of the “Additional Registration Statement.” A additional registration statement on Form F-6 (File No. 333- ) relating as of its Effective Time pursuant to the ADSs has been filed with the Commission and has become effective (such registration statement on Form F-6Rule 430A(b), including all exhibits thereto, as amended at the time such registration statement becomes effective, being is hereinafter referred to as the “ADS "Additional Registration Statement”)". The Company has also filed, in accordance with Section 12 of Initial Registration Statement and the Exchange Act, Additional Registration Statement are herein referred to collectively as the "Registration Statements" and individually as 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) The form of the Exchange Act, the Ordinary Shares and the ADSs. For purposes of this Agreement, all references prospectus relating to the Initial Registration StatementOffered Securities, 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 as first filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system in accordance with Rule 424(b) (“XXXXX”"Rule 424(b). As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective ") under the Act and or (if no such filing is not proposed required) as included in a Registration Statement, is hereinafter referred to be amendedas the "Prospectus". Any Additional Registration Statement No document has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered prepared or distributed in reliance on Rule 434 under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:Act.
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Representations and Warranties of the Company and the Selling Shareholder. 2.1 (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows:
(ai) The Company has filed with the Commission a A registration statement on Form F-1 SB-2 (File No. 333-19145974203) covering with respect to the registration Shares has been prepared by the Company in conformity with the requirements of the Offered Securities under Act of 1933, as amended (the "Act"), including a related preliminary prospectus or prospectusesand the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, has been filed with the Commission and is accurate in all material respects. At any particular time, this initial Copies of such registration statement, in including any amendments thereto, the form then on file 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 the Commission, including all information contained in the any registration statement (if any) filed by the Company pursuant to Rule 462(b) of the Act and then deemed to be a part of the initial registration statementAct, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be herein 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 ," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the copy 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 (a) the form of prospectus first filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system Rule 424(b) or (“XXXXX”). As of b) the last preliminary prospectus included in the Registration Statement filed prior to the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared it becomes effective or filed pursuant to Rule 424(a) under the Act and that is not proposed delivered by the Company to be amended. Any Additional Registration Statement has the Underwriters for delivery to purchasers of the Shares, together with the term sheet or will become effective upon filing abbreviated term sheet filed with the Commission pursuant to Rule 462(b424(b)(7) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant if required thereunder. Each preliminary prospectus included in the Registration Statement prior to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:time it becomes effective is herein referred to as a "Preliminary Prospectus."
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