Common use of Representations and Warranties of the Company and the Selling Shareholders Clause in Contracts

Representations and Warranties of the Company and the Selling Shareholders. (i) The Company represents and warrants to each of the Underwriters as follows: (a) A registration statement on Form S-1 (File No. 333-197660) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.

Appears in 2 contracts

Samples: Underwriting Agreement (Virgin America Inc.), Underwriting Agreement (Virgin America Inc.)

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Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660145929) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Act and the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Prospectus shall be deemed to include any supplements or amendments thereto, filed with the Commission after the date of 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 2 contracts

Samples: Underwriting Agreement (Cardtronics Inc), Underwriting Agreement (Cardtronics Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660120615) with respect to the Shares has been prepared by the Company in conformity in all material respects 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. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits, exhibits and financial statements and schedulesthereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement (this “Agreement”). "Prospectus" means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration 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 supplements or amendments thereto, filed with the Commission after the date of 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 2 contracts

Samples: Equity Underwriting Agreement (Unica Corp), Equity Underwriting Agreement (Unica Corp)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-19766048559) 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 Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement (this “Agreement”). "Prospectus" means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus."

Appears in 2 contracts

Samples: Equity Underwriting Agreement (Star Telecommunications Inc), Equity Underwriting Agreement (Star Telecommunications Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 (File No. 333-197660113764) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed 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”"COMMISSION") thereunder and either (A) has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 ("ACT") and no is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment 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 Registration Statement has Offered Securities may have been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) ("RULE 462(b)") under the ActAct and, if so filed, has 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 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. Each preliminary prospectus included in If the Registration Statement 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 post-effective amendment to either such registration statement has been filed with the Commission prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.execution and delivery of this Agreement, the most recent amendment (if

Appears in 2 contracts

Samples: Underwriting Agreement (Life Time Fitness Inc), Underwriting Agreement (Life Time Fitness Inc)

Representations and Warranties of the Company and the Selling Shareholders. (i) The Company represents Company, the Partnership and warrants to each of the Selling Shareholders hereby represent and warrant to the several Underwriters as followsthat: (a) A registration statement on Form S-1 (File No. 333-19766033-_____) with respect to the Common 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 thereunder, and has been filed with the Commission. Copies The Company has prepared and has filed or proposes to file prior to the effective date of such registration statement an amendment or amendments to such registration statement, which amendment or amendments have been or will be similarly prepared. There have been delivered to you three signed copies of such registration statement and amendments, together with three copies of each exhibit filed therewith. Conformed copies of such registration statement and amendments (but without exhibits) and of the related preliminary prospectus have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, including any amendments a further amendment thereto, including the preliminary prospectuses form of final prospectus, (meeting the requirements ii) a final prospectus in accordance with Rules 430A and 424(b) of the Rules and Regulations, or (iii) contained therein a term sheet (the "Term Sheet") as described in and in accordance with Rules 434 and 424(b) of the exhibitsRules and Regulations. As filed, financial statements the final prospectus, if one is used, or the Term Sheet and schedulesPreliminary Prospectus, if a final prospectus is not used, shall include all Rule 430A Information (as finally amended hereinafter defined) and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and revised, have heretofore been time that this Agreement was executed and delivered by the Company parties hereto, or, to you. Such registration statementthe extent not completed at such date and time, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all contain only such specific additional information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and other changes (beyond that contained in the Prospectus referred to below, has become effective under latest preliminary prospectus) as the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described Company shall have previously advised you in Rule 424(b) under the Act. Each preliminary prospectus writing would be included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”or made therein.

Appears in 2 contracts

Samples: Underwriting Agreement (Suburban Lodges of America Inc), Underwriting Agreement (Suburban Lodges of America Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 (File No. 333-197660129214) with respect relating to the Shares Offered Securities, including a prospectus (the ‘‘initial registration statement’’) has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission (the ‘‘Commission’’) and has been declared effective under the Securities Act of 1933, as amended (the ‘‘Act”), ’’) and the rules and regulations either (the “Rules and Regulations”A) of the Securities and Exchange Commission is not proposed to be amended or (the “Commission”B) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally is proposed to be amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B amendment or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment amendment. Either (A) an additional registration statement (the ‘‘additional registration statement’’) relating to the Registration Statement has Offered Securities may have been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to Rule 462(b) (‘‘Rule 462(b)’’) under the Act (if available) and, if so filed, has become effective upon filing pursuant to such Rule and within the Offered Securities 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) (if available) 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. 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 post-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 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 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 Representative 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 Representative 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, as amended at its Effective Time, including all material incorporated by reference therein and including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement (if any) pursuant to the General Instructions of the Form on which it is filed, is hereinafter referred to as the ‘‘Initial Registration Statement’’. The additional registration statement (if any), as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein, is hereinafter referred to as the ‘‘Additional Registration Statement’’. ‘‘Registration Statement’’ as of any time means the Initial Registration Statement and any Additional Registration Statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and any prospectus deemed or retroactively deemed to be a part thereof that has not been superseded or modified. ‘‘Registration Statement’’ without reference to a time means the Registration Statement as of the time limits described of the first contract of sale for the Offered Securities, which time shall be considered the ‘‘effective time’’ of the Registration Statement.For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. ‘‘Statutory Prospectus’’ as of any time means the prospectus relating to the Offered Securities included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus deemed to be a part thereof that has not been superseded or modified. For purposes of this definition, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) (‘‘Rule 424(b)’’) under the Act. Each preliminary prospectus included in ‘‘Prospectus’’ means the Registration Statement prior to Statutory Prospectus that discloses the time it becomes effective is herein referred to as a “Preliminary Prospectus”public offering price and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Aspen Insurance Holdings LTD), Underwriting Agreement (Aspen Insurance Holdings LTD)

Representations and Warranties of the Company and the Selling Shareholders. (iA) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (a) A The Company has filed with the Commission a registration statement on Form S-1 F-1 (File No. 333-197660195736) with respect to covering the Shares has been prepared by registration of the Company Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in conformity the form then on file with the requirements of Commission, including all information contained in the Securities Act of 1933, as amended registration statement (the “Act”), and the rules and regulations (the “Rules and Regulations”if any) pursuant to Rule 462(b) of the Securities Act and Exchange Commission (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) thereunder 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. 333-198401) relating to the ADSs has been filed with the Commission. Copies of Commission and has become effective (such registration statementstatement on Form F-6, including any amendments all exhibits thereto, as amended at the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any time such registration statement filed by the Company pursuant to Rule 462(b) under the Actbecomes effective, is herein being hereinafter referred to as the “ADS Registration Statement,” which ”). 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. 001-36614) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Ordinary Shares. 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 all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and within Retrieval system (“XXXXX”). As of the time limits described in Rule 424(b) of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the ActAct and is not proposed to be amended. Each preliminary prospectus included in the Any Additional Registration Statement prior 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 time it becomes effective is herein referred to as a “Preliminary Prospectus”.Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Yahoo Inc), Underwriting Agreement (Alibaba Group Holding LTD)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 S-3 (File No. 333-197660116399) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed 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 either (A) has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 (“Act”) and no is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment 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 Registration Statement has Offered Securities may have been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) (“Rule 462(b)”) under the ActAct and, if so filed, has 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 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. Each preliminary prospectus included in If the Registration Statement 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 post-effective amendment to either such registration statement has been filed with the Commission prior to the time it becomes effective is herein referred execution and delivery of this Agreement, the most recent amendment (if any) to as a “Preliminary Prospectus”.each such registration statement has been

Appears in 2 contracts

Samples: Underwriting Agreement (Old Dominion Freight Line Inc/Va), Underwriting Agreement (Old Dominion Freight Line Inc/Va)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters and the Selling Shareholders as follows: (ai) A registration statement on Form S-1 S-3 (File No. 333-197660333-______) 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”"ACT"), and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder and has been filed with the Commission. The Company and the offering and sale of the Shares 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) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to youyou or your representatives or are publicly available in accordance with the Rules and Regulations. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the “Registration Statement"REGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement (this “Agreement”). “Prospectus” "PROSPECTUS" means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it the Registration Statement becomes effective is herein referred to as a “Preliminary Prospectus”."

Appears in 2 contracts

Samples: Registration and Stock Purchase Agreement (Philadelphia Suburban Corp), Underwriting Agreement (Philadelphia Suburban Corp)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660333-_____) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. you and, to the extent applicable, were identical to the electronically transmitted copies thereof filed with the Commission on the Commission's Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"), except to the extent permitted by Regulation S-T. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-post- effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement Agreement. "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to Rule 424(b) under the Act, (b) if no filing pursuant to Rule 424(b) is required and within a term sheet in accordance with Rules 434 and 424(b)(7) is not used, the form of prospectus included in the Registration Statement at the time limits described of effectiveness or (c) if a term sheet is used, the form of preliminary prospectus included in the Registration Statement at the time of effectiveness that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission in accordance with the provisions of Rule 424(b434 and Rule 424(b)(7) 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, any Preliminary Prospectus or the 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, and prior to the termination of the offering of the Shares by the Underwriters. Any reference herein to the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing, shall be deemed to include the respective copies thereof filed with the Commission on XXXXX.

Appears in 2 contracts

Samples: Underwriting Agreement (Information Management Associates Inc), Underwriting Agreement (Information Management Associates Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as follows:that: 2 (ai) A registration statement on Form S-1 (File No. 333-19766024613) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended (the “"Act"), and the rules and regulations is not proposed to be amended or (the “Rules and Regulations”B) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally is proposed to be amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B amendment or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment 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 Registration Statement has Offered Securities may have been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) ("Rule 462(b)") under the ActAct and, if so filed, has 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 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. Each preliminary prospectus included in If the Registration Statement 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 post-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 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 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 Representative that it becomes 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 herein referred 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 Representative that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as a “Preliminary Prospectus”.of

Appears in 1 contract

Samples: Underwriting Agreement (DBT Online Inc)

Representations and Warranties of the Company and the Selling Shareholders. (iA) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (a) A The Company has filed with the Commission a registration statement on Form S-1 F-1 (File No. 333-197660186781) with respect to covering the Shares has been prepared by registration of the Company Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in conformity the form then on file with the requirements of Commission, including all information contained in the Securities Act of 1933, as amended registration statement (the “Act”), and the rules and regulations (the “Rules and Regulations”if any) pursuant to Rule 462(b) of the Securities Act and Exchange Commission (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) thereunder 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. 333-180029) relating to the ADSs has been filed with the Commission. Copies of Commission and has become effective (such registration statementstatement on Form F-6, including any amendments all exhibits thereto, as amended at the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any time such registration statement filed by the Company pursuant to Rule 462(b) under the Actbecomes effective, is herein being hereinafter referred to as the “ADS Registration Statement,” which ”). 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- 35454) 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 all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and within Retrieval system (“XXXXX”). As of the time limits described in Rule 424(b) of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the ActAct and is not proposed to be amended. Each preliminary prospectus included in the Any Additional Registration Statement prior 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 time it becomes effective is herein referred to as a “Preliminary Prospectus”.Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Vipshop Holdings LTD)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660333-______) with respect to the Shares has been carefully prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement Agreement. "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) 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."

Appears in 1 contract

Samples: Underwriting Agreement (Open Solutions Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660140644) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C 430A under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). "Prospectus" means the form of final prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective or filed with the Commission pursuant to Rule 424(b) 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 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 any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of 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 (RSC Holdings Inc.)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 (File No. 333-197660129214) with respect relating to the Shares Offered Securities, including a prospectus (the "initial registration statement") has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 (the "Act") and no either (A) is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment amendment. Either (A) an additional registration statement (the "additional registration statement") relating to the Registration Statement has Offered Securities may have been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) ("Rule 462(b)") under the ActAct (if available) and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities 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) (if available) 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. Each preliminary prospectus included in If the Registration Statement 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 post-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 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 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 Representative 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 Representative 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, as amended at its Effective Time, including all material incorporated by reference therein and including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement (if any) pursuant to the General Instructions of the Form on which it is herein filed, is hereinafter referred to as a “Preliminary Prospectus”the "Initial Registration Statement". The additional registration statement (if any), as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein, is hereinafter referred to as the "Additional Registration Statement".

Appears in 1 contract

Samples: Underwriting Agreement (Aspen Insurance Holdings LTD)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660333-______) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement Agreement. "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) 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."

Appears in 1 contract

Samples: Underwriting Agreement (Waste Industries Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 (File No. 333-19766010385) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended (the “"Act"), and the rules and regulations is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “Rules and Regulations”"initial registration statement") of the Securities and Exchange Commission has been declared effective, either (A) an additional registration statement (the “Commission”"additional registration statement") thereunder relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, 2 if so filed, has 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 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. 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 post-effective amendment to either such registration statement has been filed with the CommissionCommission 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). Copies 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, including any amendments thereto, the preliminary prospectuses (meeting the requirements date and time as 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 which such registration statement, together with any 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 by 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, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement 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, is herein hereinafter referred to as the "Initial Registration Statement,” which shall be ". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon Rules 430Abe a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), 430B or 430C under the Act and contained in the Prospectus is hereinafter referred to below, has become effective under as the Act and no post-effective amendment to the "Additional Registration Statement". The Initial Registration Statement has been filed and the Additional Registration Statement are hereinafter referred to collectively as of the date of this equity underwriting agreement (this “Agreement”)"Registration Statements" and individually as a "Registration Statement". “Prospectus” means the The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and within the time limits described in accordance with Rule 424(b) ("Rule 424(b)") under the Act or (if no such filing is required) as included in a Registration Statement, is hereinafter referred to as the "Prospectus". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. Each preliminary prospectus included in No stop order suspending the effectiveness of a Registration Statement prior or any part thereof has been issued and no proceeding for that purpose has been instituted or, to the time it becomes effective is herein referred to as a “Preliminary Prospectus”best knowledge of the Company, threatened by the Commission.

Appears in 1 contract

Samples: Underwriting Agreement (Education Management Corporation)

Representations and Warranties of the Company and the Selling Shareholders. (i) The Company represents and warrants to each of the Underwriters as follows: : (ai) A registration statement on Form S-1 (File No. 333-19766013263) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial 2 statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become been declared effective by the Commission under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement Agreement. For purposes of this Agreement, the term "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) 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."

Appears in 1 contract

Samples: Underwriting Agreement (Geotel Communications Corp)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-19766013263) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become been declared effective by the Commission under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement Agreement. For purposes of this Agreement, the term "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) 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."

Appears in 1 contract

Samples: Underwriting Agreement (Geotel Communications Corp)

Representations and Warranties of the Company and the Selling Shareholders. (i) The Company represents and warrants to each of the Underwriters as follows: : (ai) A registration statement on Form S-1 S-3 (File No. 333-197660333- ) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended amended, (the "Act”), ") and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the CommissionCommission under the Act. The Company has complied 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 Rule 430A of 2 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. , and, to the extent applicable, were identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAX"), except to the extent permitted by Regulation S-T. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement Agreement. "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed by the Company with the Commission pursuant to and within the time limits described in its Rule 424(b) or (b) the term sheet or abbreviated term sheet filed by the Company with the Commission pursuant to Rule 424(b)(7) together with the last preliminary prospectus included in the Registration Statement filed prior to the time it becomes effective or filed pursuant to Rule 424(a) under the ActAct that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares. 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 the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, 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 any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) or Rule 430A, and prior to the termination of the offering of the Shares by the Underwriters. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to include the respective copies thereof filed with the Commission pursuant to EDGAX.

Appears in 1 contract

Samples: Underwriting Agreement (Phycor Inc/Tn)

Representations and Warranties of the Company and the Selling Shareholders. (iA) The Company represents and warrants to to, and agrees with, each of the Underwriters as followsthat: (a) A registration statement on Form S-1 F-1 (File No. 333-197660225993) with (the “Initial Registration Statement”) in respect to of the Shares has been prepared filed with the U.S. Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives, and, excluding exhibits thereto, to the Representatives for each of the other Underwriters, have been declared effective by the Company Commission in conformity with such form; other than a registration statement, if any, increasing the requirements size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended (the “Act”), and which became effective upon filing, no other document with respect to the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and Initial Registration Statement has heretofore been filed with the Commission. Copies of such registration statement, including any amendments thereto, ; and no stop order suspending the preliminary prospectuses (meeting the requirements effectiveness of the Rules Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore no proceeding for that purpose has been delivered initiated or threatened by the Company to you. Such registration statement, together Commission (any preliminary prospectus included in the Initial Registration Statement or filed with any registration statement filed by the Company Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(A)(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares and the ADSs that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(A)(d) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is herein referred to as hereinafter called the “Registration Statement,Prospectus”; any “issuer free writing prospectusas defined in Rule 433 under the Act relating to the Shares and ADSs is hereinafter called an “Issuer Free Writing Prospectus”; any “bona fide electronic roadshow” as defined in Rule 433(h)(5) under the Act that has been made available without restriction to any person is hereinafter called a “broadly available roadshow”); (b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, and each broadly available roadshow, if any, when considered together with the Pricing Prospectus, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a 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 this representation and warranty shall be deemed not apply to include all information omitted therefrom any statements or omissions made in reliance upon Rules 430Aand in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein, 430B or 430C under it being understood and agreed that the Act and contained only such information is that described as such in Section 9(d) hereof; (c) From the Prospectus referred to below, has become effective under the Act and no post-effective amendment to time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been filed and is an “emerging growth company,” as defined in Section 2(a)(19) of the date of this equity underwriting agreement Act (this an AgreementEmerging Growth Company”). “ProspectusTesting-the-Waters Communication” means the form any oral or written communication with potential investors undertaken in reliance on Section 5(d) of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.;

Appears in 1 contract

Samples: Underwriting Agreement (Aurora Mobile LTD)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Selling Shareholders jointly and severally represent and warrant to, and agree with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 (File No. 333-197660129208) with respect relating to the Shares Offered Securities that will be sold to the Underwriters in connection with the offering and sale of such Offered Securities in the United States and Canada, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) thereunder and either (A) has been declared effective under the Act and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (A) an additional registration statement (the “additional registration statement”) relating to the Offered Securities may have been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company Commission pursuant to Rule 462(b) under the Act (“Rule 462(b)”) and, if so filed, has 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 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. 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 post-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) under the Act (“Rule 462(c)”) 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 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 Representative 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 Representative 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, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement 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, is herein hereinafter referred to as the “Initial Registration Statement,” which shall be ”. The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon Rules 430Abe a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), 430B or 430C under the Act and contained in the Prospectus is hereinafter referred to below, has become effective under as the Act and no post-effective amendment to the “Additional Registration Statement”. The Initial Registration Statement has been filed and the Additional Registration Statement are hereinafter referred to collectively as of the date of this equity underwriting agreement (this AgreementRegistration Statements” and individually as a “Registration Statement). “Prospectus” means the The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and within the time limits described in accordance with Rule 424(b) under the Act. Each preliminary prospectus Act (“Rule 424(b)”) or (if no such filing is required) as included in the a Registration Statement prior to the time it becomes effective Statement, is herein hereinafter referred to as a the Preliminary Prospectus”. No document has been or will be prepared or distributed in reliance on Rule 434 under the Act.

Appears in 1 contract

Samples: Underwriting Agreement (Actions Semiconductor Co., Ltd.)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters Underwriters, as of the date hereof, as of the Closing Date (as defined below) and as of the Option Closing Date (as defined below), as follows: (ai) A registration statement on Form S-1 S-3 (File No. 333-19766039265) 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. The Company has complied 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) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to youthe Representatives. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, . The Registration Statement has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424 of the Rules and within the time limits described in Rule 424(b) under the ActRegulations. 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 the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein and, in 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 Commission after the date of filing of the Prospectus under Rules 424 or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Appears in 1 contract

Samples: Equity Underwriting Agreement (Core Laboratories N V)

Representations and Warranties of the Company and the Selling Shareholders. (i) A. The Company represents and warrants to each of to, and agrees with, the Underwriters as followsthat: (a) A registration statement on Form S-1 (File No. 333-19766000161) 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 thereunder, and has been filed with the Commission. Copies The Company has prepared and has filed or proposes to file prior to the effective date of such registration statement an amendment or amendments to such registration statement, which amendment or amendments have been or will be similarly prepared. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, including any amendments a further amendment thereto, including the preliminary prospectuses form of final prospectus, (meeting the requirements ii) a final prospectus in accordance with Rules 430A and 424(b) of the Rules and RegulationsRegulations or (iii) contained therein a term sheet as described in and in accordance with Rules 434 and 424(b) of the exhibitsRules and Regulations (a "Term Sheet"). As filed, financial statements such amendment and schedulesform of final prospectus, or such final prospectus, or such Term Sheet, shall include all Rule 430A Information (as finally amended defined below) and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and revised, have heretofore been time that this Underwriting Agreement (this "Agreement") was executed and delivered by the Company parties hereto, or, to you. Such registration statementthe extent not completed at such date and time, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all contain only such specific additional information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and other changes (beyond that 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 equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “latest Preliminary Prospectus) as the Company previously shall have advised you in writing would be included or made therein.

Appears in 1 contract

Samples: Underwriting Agreement (Quality Systems Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660193661) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits, exhibits and financial statements and schedulesthereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” ”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.

Appears in 1 contract

Samples: Equity Underwriting Agreement (Paylocity Holding Corp)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 (File No. 333-197660135943) with respect (“initial registration statement”) relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such an additional registration statement (“additional registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment relating to the Registration Statement has Offered Securities may have been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first or may be filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act of 1933 (“Act”). “Initial Registration Statement” as of any time means the initial registration statement, in the form then filed with the Commission, including all information contained in the additional registration statement (if any) and within then deemed to be a part of the initial registration statement pursuant to the General Instructions of the Form on which it is filed and all information (if any) included in a prospectus then deemed to be a part of the initial registration statement pursuant to Rule 430C (“Rule 430C”) under the Act or retroactively deemed to be a part of the initial registration statement pursuant to Rule 430A(b) (“Rule 430A(b)”) under the Act and that in any case has not then been superseded or modified. “Additional Registration Statement” as of any time means the additional registration statement, in the form then filed with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) included in a prospectus then deemed to be a part of the additional registration statement pursuant to Rule 430C or retroactively deemed to be a part of the additional registration statement pursuant to Rule 430A(b) and that in any case has not then been superseded or modified. The Initial Registration Statement and the Additional Registration Statement are herein referred to collectively as the “Registration Statements” and individually as a “Registration Statement”. “Registration Statement” as of any time means the Initial Registration Statement and any Additional Registration Statement as of such time. For purposes of the foregoing definitions, information contained in a form of prospectus that is deemed retroactively to be a part of a Registration Statement pursuant to Rule 430A shall be considered to be included in such Registration Statement as of the time limits described specified in Rule 424(b430A. 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, “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 the date and time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (“Rule 462(c)”) under the Act. Each preliminary 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. A “Registration Statement” without reference to a time means such Registration Statement as of its Effective Time. “Statutory Prospectus” as of any time means the prospectus included in the a Registration Statement immediately prior to that time, including any information in a prospectus deemed to be a part thereof pursuant to Rule 430A or 430C that has not been superseded or modified. For purposes of the preceding sentence, information contained in a form of prospectus that is deemed retroactively to be a part of a Registration Statement pursuant to Rule 430A shall be considered to be included in the Statutory Prospectus as of the actual time it becomes effective that form of prospectus is herein referred filed with the Commission pursuant to as a Rule 424(b) (Preliminary Rule 424(b)”) under the Act. “U.S. Prospectus”.” means the Statutory

Appears in 1 contract

Samples: Underwriting Agreement (NACG Holdings Inc.)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 (File No. 333-19766062140) with respect relating to the Shares Shares, including a form of prospectus, has been prepared by the Company in conformity filed 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 ("COMMISSION") and either (A) has been declared effective under the “Commission”Securities Act of 1933 ("ACT") thereunder 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 Shares may have been filed with the Commission pursuant to Rule 462(b) ("RULE 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Shares all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Shares will all have been duly registered under the Act pursuant to the initial 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 any post-effective amendment to either such registration statement has been filed with the CommissionCommission 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). Copies 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 Credit Suisse First Boston Corporation ("CSFBC") that it does not propose to amend such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements date and time as 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 which such registration statement, together with any 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 CSFBC 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 by prior to the execution and delivery of this Agreement but the Company has advised CSFBC 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, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement 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, is herein hereinafter referred to as the “Registration Statement,” which shall be "INITIAL REGISTRATION STATEMENT". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon Rules 430Abe a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), 430B or 430C under the Act and contained in the Prospectus is hereinafter referred to below, has become effective under as the Act and no post-effective amendment to the "ADDITIONAL REGISTRATION STATEMENT". The Initial Registration Statement has been filed and the Additional Registration are hereinafter referred to collectively as of the date of this equity underwriting agreement (this “Agreement”)"REGISTRATION STATEMENTS" and individually as a "REGISTRATION STATEMENT". “Prospectus” means the The form of prospectus relating to the Shares, as first filed with the Commission pursuant to and within the time limits described in accordance with Rule 424(b) ("RULE 424(b)") under the Act or (if no such filing is required) as included in a Registration Statement, is hereinafter referred to as the "PROSPECTUS". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. Each preliminary prospectus included in . (ii) On the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all respects to the requirements of the Act and the rules and regulations of the Commission ("RULES AND REGULATIONS") and did not include 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 not misleading, (B) on the Effective Date of the Additional Registration Statement (if any), each such Additional Registration Statement conformed or will conform, in all respects to the requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b), each Registration Statement and the Prospectus will conform, in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, 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 not misleading. The preceding sentence does not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter specifically for use therein, it becomes effective being understood and agreed that the only such information is herein referred that described as such in Section 7(c) hereof. (iii) Each of the Company and its subsidiaries listed on Schedule C hereto, which constitute all of the subsidiaries of the Company (the "SUBSIDIARIES"), has been duly incorporated or, in the case of a limited liability company, duly organized, is validly existing in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be, and has the corporate or limited liability company power and authority to carry on its business as described in the Prospectus and to own, lease and operate its properties, and each is duly qualified and is in good standing as a “Preliminary foreign corporation authorized to do business in each jurisdiction set forth opposite its name on Schedule C hereto, and such jurisdictions constitute all of the jurisdictions, with respect to each of the Company and its Subsidiaries, in which the nature of their business or their ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT"); none of the Subsidiaries organized in a jurisdiction outside the United States is a "significant subsidiary" of the Company, as such term is defined in Rule 1-02(w) of Regulation S-X under the Act. (iv) There are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or liens granted or issued by the Company or any of its Subsidiaries relating to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of the Company or any of its Subsidiaries, except as otherwise disclosed in the Prospectus. (v) All of the outstanding shares of capital stock of the Company (including the Secondary Shares) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; and the Company Shares to be issued and sold by the Company have been duly authorized and, when issued and delivered to the Underwriters against payment therefor as provided by this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Company Shares will not be subject to any preemptive or similar rights. (vi) The Warrants were duly authorized and validly issued and are not subject to any preemptive or similar rights. The Warrants were duly executed and delivered by the Company and constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereinafter in effect relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The sale of the Warrants to the Underwriters pursuant to the terms of this Agreement does not violate any provision thereof and upon such sale the Warrants will be fully and immediately exercisable by the Underwriters as contemplated herein. (vii) Upon the Underwriters' purchase of the Warrants, the exercise thereof and payment to the Company of the Warrant Exercise Price (as hereinafter defined) in respect of each Warrant pursuant to this Agreement, all of the requirements (whether under the Warrants or otherwise) with respect to the Underwriters' exercise of such Warrants for Warrant Shares will be satisfied, and the Company will be unconditionally obligated to immediately issue duly authorized and validly issued, fully paid and nonassessable shares of Common Stock in respect thereof. (viii) All of the Warrant Shares have been duly authorized and reserved for issuance, and when issued and delivered to the Underwriters upon exercise of the Warrants against payment to the Company of the Warrant Exercise Price in respect of each Warrant pursuant to this Agreement, the Warrant Shares will be validly issued, fully paid and nonassessable, and the issuance of such Warrant Shares will not be subject to any preemptive or similar rights. (ix) All of the outstanding shares of capital stock or member interests, as the case may be, of each of the Company's Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable, and are owned by the Company, directly or indirectly through one or more Subsidiaries,

Appears in 1 contract

Samples: Underwriting Agreement (W-H Energy Services Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants the Operating Subsidiary jointly and severally represent and warrant to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-19766051015) 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 Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. you and to the extent applicable, were identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAX"), except to the extent permitted by Regulation S-T. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement (this “Agreement”). "Prospectus" means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A and prior to the 3 -3- termination of the offering of the Shares by the Underwriters. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing, shall be deemed to include the respective copies thereof filed with the Commission pursuant to EDGAX.

Appears in 1 contract

Samples: Underwriting Agreement (Tweeter Home Entertainment Group Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 S-3 (File No. 333-19766072897) 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 Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company has complied 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) 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, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement (this “Agreement”). "Prospectus" means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein, and, in 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 Commission after the date of 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

Samples: Underwriting Agreement (Childrens Place Retail Stores Inc)

Representations and Warranties of the Company and the Selling Shareholders. (iA) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (a) A The Company has filed with the Commission a registration statement on Form S-1 F-1 (File No. 333-197660218959) with respect to covering the Shares has been prepared by registration of the Company Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in conformity the form then on file with the requirements of Commission, including all information contained in the Securities Act of 1933, as amended registration statement (the “Act”), and the rules and regulations (the “Rules and Regulations”if any) pursuant to Rule 462(b) of the Securities Act and Exchange Commission (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) thereunder 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. 333-220361) relating to the ADSs has been filed with the Commission. Copies of Commission and has become effective (such registration statementstatement on Form F-6, including any amendments all exhibits thereto, as amended at the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any time such registration statement filed by the Company pursuant to Rule 462(b) under the Actbecomes effective, is herein being hereinafter referred to as the “ADS Registration Statement,” which ”). 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. 001-38198) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Ordinary Shares. For purposes of this Agreement, all references to the Initial Registration Statement, the Additional Registration 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 all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and within Retrieval system (“XXXXX”). As of the time limits described in Rule 424(b) of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the ActAct and is not proposed to be amended. Each preliminary prospectus included in the Any Additional Registration Statement prior has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The offer and sale of the Offered Securities have been or will be duly registered under the Act pursuant to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (BEST Inc.)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 F-1 (File No. 333-197660122159) with respect relating to the Common Shares and the offering thereof in the form of the Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed 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”"COMMISSION") thereunder and either (A) has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become declared effective under the Securities Act of 1933 (the "ACT") and no is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment 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 Registration Statement has Common Shares may have been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) ("RULE 462(b)") under the Act. Each preliminary prospectus included in Act and, if so filed, has become effective upon filing pursuant to such Rule and the Common Shares and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement, the ADS Registration Statement (as defined below) and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing and the effectiveness of the ADS Registration Statement, the Common Shares and the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement, the ADS 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 any post-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 Representative that it does not propose to amend such registration statement, the date and time it becomes as of which such registration statement, or the most recent post-effective is herein referred to as a “Preliminary Prospectus”.amendment thereto (if

Appears in 1 contract

Samples: Underwriting Agreement (GRAVITY Co., Ltd.)

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Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. A registration statement on Form S-1 S-3 (File No. 333-197660204596) with respect to the Shares Shares, including a related base prospectus (the “Base Prospectus”), has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the Base Prospectus, as supplemented by the most recent preliminary prospectuses prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act, and including the documents incorporated in the Base Prospectus by reference (meeting the requirements of the Rules and Regulations) contained therein “Preliminary Prospectus”), and the exhibits, financial statements and schedulesschedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered made available by the Company to youyou as the Representatives of the Underwriters. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b), (c) or (d) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no Act. No post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus supplement relating to the Shares first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the ActAct after the Applicable Time (as defined below), together with the Base Prospectus. Each preliminary prospectus included Any reference herein to the Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be, 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, in the Registration Statement 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 Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”termination of the offering of the Shares by the Underwriters.

Appears in 1 contract

Samples: Equity Underwriting Agreement (SunEdison Semiconductor LTD)

Representations and Warranties of the Company and the Selling Shareholders. (i) A. The Company represents and warrants to to, and agrees with, each of the several Underwriters as followsthat: (a) A The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 S-3 (File Registration No. 333-197660) with respect to 333-____), for the registration of the Shares has been prepared by the Company in conformity with the requirements of under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement as may be amended by an amendment or amendments thereto, including the prospectus, financial statements, exhibits and all other documents filed by the Company pursuant to Rule 462(b) under the Actas a part thereof, when it shall become effective, is herein referred to as called the "Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A"; and the prospectus, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to Rule 424(b) of the Rules and within Regulations under the time limits Act (the "Regulations"), is herein called the "Prospectus." The term "Preliminary Prospectus" as used herein means any preliminary prospectus relating to the Shares as described in Rule 424(b) 430 of the Regulations. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act. Each preliminary prospectus included in "), on or before the effective date of the Registration Statement prior Statement, the date of any Preliminary Prospectus or the date of the Prospectus, as the case may be, and any reference herein to the time it becomes terms "amend," "amendment," or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is herein referred to as a “Preliminary Prospectus”incorporated therein by reference and (ii) any such document so filed.

Appears in 1 contract

Samples: Underwriting Agreement (Mens Wearhouse Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660193417) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” ”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.

Appears in 1 contract

Samples: Equity Underwriting Agreement (Montage Technology Group LTD)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to to, and agrees with, each of the several Underwriters as followsthat: (ai) A The Company has filed with the Commission a registration statement on Form S-1 F-1 (File No. 333-197660151315) with respect to covering the Shares has been prepared by the Company in conformity with the requirements registration of the Securities Act of 1933Offered Shares under the Act, as amended (including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed form then on file with the Commission. Copies of such registration statement, including any amendments thereto, all information contained in the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company (if any) pursuant to Rule 462(b) under and then deemed to be a part of the Actinitial registration statement, is herein 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,.which The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Shares. 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 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 belowas the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has become been declared effective under the Act and no post-effective amendment is not proposed to the be amended. Any Additional Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed or will become effective upon filing with the Commission pursuant to Rule 462(b) and within the time limits described in Rule 424(b) is not proposed to be amended. The Offered ADSs all have been or will be duly registered under the ActAct pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. Each preliminary prospectus For purposes of this Agreement: “430A Information,” with respect to any registration statement, means information included in the Registration Statement prior a prospectus and retroactively deemed to the time it becomes effective is herein referred be a part of such registration statement pursuant to as Rule 430A(b). “430C Information,” with respect to any registration statement, means information included in a “Preliminary Prospectus”.prospectus then deemed to be a part of such registration statement pursuant to Rule 430C.

Appears in 1 contract

Samples: Underwriting Agreement (ReneSola LTD)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants each of the Significant Selling Shareholders (as shown on Schedule II hereto), jointly and severally, represent and warrant to each of the Underwriters as follows: (ai) A registration statement on Form S-1 S-3 (File No. 333-197660333-__________) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company has complied with all of the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses Preliminary Prospectuses (as defined below) (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedulesFinancial Statements (as hereinafter defined), as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information (A) omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and (B) contained in the Prospectus referred to (as defined 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 equity underwriting agreement Agreement. "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) 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, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein, and, in 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 Commission after the date of 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

Samples: Underwriting Agreement (Mobile Mini Inc)

Representations and Warranties of the Company and the Selling Shareholders. (iA) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (a) A The Company has filed with the Commission a registration statement on Form S-1 F-3 (File No. 333-197660) 194472), including a related prospectus or prospectuses (the “Base Prospectus”), covering the registration of the Offered Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendments and supplements thereto (but only to the extent such amendments or supplements, as the case may be, relate to the Offered Securities), any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Shares has been prepared by the Company in conformity with the requirements Registration Statement as of the Securities Act Effective Time. For purposes of 1933this definition, 430B Information shall be considered to be included in the Registration Statement as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission time specified in Rule 430B. A registration statement on Form F-6 (File No. 333-180029) relating to the “Commission”) thereunder and ADSs has been filed with the Commission. Copies of Commission and has become effective (such registration statementstatement on Form F-6, including any amendments all exhibits thereto, as amended at the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any time such registration statement filed by the Company pursuant to Rule 462(b) under the Actbecomes effective, is herein being hereinafter referred to as the “ADS Registration Statement,” which ”). 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. 001-35454) 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 Registration Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus (including any preliminary prospectus supplement) or any amendment or supplement, or the Final Prospectus (as defined below) (including any prospectus wrapper) to any of the foregoing shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and within the time limits described in Rule 424(b) under the ActRetrieval system (“XXXXX”). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus”.For purposes of this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Vipshop Holdings LTD)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 S-3 (File No. 333-197660[333- ]) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company has complied with the conditions for the use of Form S-3 in connection with the offering. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. you and, to the extent applicable, were identical to the electronically transmitted copies thereof filed with the Commission on the Commission's Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"), except to the extent permitted by Regulation S-T. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement Agreement. "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to Rule 424(b) under the Act, (b) if no filing pursuant to Rule 424(b) is required and within a term sheet in accordance with Rules 434 and 424(b)(7) is not used, the form of prospectus included in the Registration Statement at the time limits described of effectiveness or (c) if a term sheet is used, the form of preliminary prospectus included in the Registration Statement at the time of effectiveness that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission in accordance with the provisions of Rule 424(b434 and Rule 424(b)(7) 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, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated therein by reference, and any supplements or amendments thereto filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A and prior to the termination of the offering of the Shares by the Underwriters. Any reference herein to the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing, shall be deemed to include the respective copies thereof filed with the Commission on XXXXX.

Appears in 1 contract

Samples: Underwriting Agreement (Ade Corp)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 (File No. 333-19766061697) with respect relating to the Shares Offered Securities, including a form of prospectus relating to the U.S. Securities, has been prepared by the Company in conformity filed 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 ("Commission") and either (i) has been declared effective under the “Commission”Securities Act of 1933 ("Act") thereunder and is not proposed to be amended or (ii) 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 pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the 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 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. 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 post-effective amendment to either such registration statement has been filed with the CommissionCommission 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). Copies 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, including any amendments thereto, the preliminary prospectuses (meeting the requirements date and time as 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 which such registration statement, together with any 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 by 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, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement 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, is herein hereinafter referred to as the "Initial Registration Statement,” which shall be ". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to include all information omitted therefrom in reliance upon Rules 430Abe a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), 430B or 430C under the Act and contained in the Prospectus is hereinafter referred to below, has become effective under as the Act and no post-effective amendment to the "Additional Registration Statement". The Initial Registration Statement has been filed and the Additional Registration Statement are hereinafter referred to collectively as of the date of this equity underwriting agreement (this “Agreement”)"Registration Statements" and individually as a "Registration Statement". “Prospectus” means the The form of prospectus relating to the U.S. Securities, as first filed with the Commission pursuant to and within the time limits described in accordance with Rule 424(b) ("Rule 424(b)") under the Act. Each preliminary prospectus Act or (if no such filing is required) as included in the Registration Statement prior to the time it becomes effective Statement, is herein hereinafter referred to as a “Preliminary the "U.S. Prospectus”.", and the form of prospectus relating to the International Securities, which is identical to the U.S. Prospectus except for the outside front cover page, the inside front cover page, the outside back cover page and the text under the captions "Underwriting" and "Subscription and Sale" in the prospectus relating to the International Securities (copies of such pages and text having been heretofore delivered to CSFBL on behalf of the Managers), is hereinafter referred to as the "International Prospectus"; and the U.S. Prospectus and the International Prospectus are hereinafter collectively referred to as the "Prospectuses". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act;

Appears in 1 contract

Samples: Underwriting Agreement (Korn Ferry International)

Representations and Warranties of the Company and the Selling Shareholders. (i) The Company represents and warrants to each of the Underwriters as follows: : (ai) A registration statement on Form S-1 SB-2 (File No. 333-197660333- ) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to 2 Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement Agreement. "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time it becomes effective or filed pursuant to Rule 424(a) under the ActAct that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus."

Appears in 1 contract

Samples: Underwriting Agreement (Bolder Technologies Corp)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants the Operating Subsidiary jointly and severally represent and warrant to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660333-______) 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 Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. you and to the extent applicable, were identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAX"), except to the extent permitted by Regulation S-T. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement (this “Agreement”). "Prospectus" means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A and prior to the termination of the offering of the Shares by the Underwriters. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing, shall be deemed to include the respective copies thereof filed with the Commission pursuant to EDGAX.

Appears in 1 contract

Samples: Underwriting Agreement (Tweeter Home Entertainment Group Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 S-3 (File No. 333-197660206941) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein therein, the exhibits and financial statements thereto and the exhibits, financial statements and schedulesdocuments incorporated by reference therein, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Prospectus or any Preliminary Prospectus shall be deemed to refer to, and include, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act as of the date of such prospectus. Any reference herein to any amendment or supplement to the Prospectus or any Preliminary Prospectus shall be deemed to refer to, and include, any documents filed after the date of such Prospectus or Preliminary Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act), and incorporated by reference therein. Any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed under Sections 13(a) or 15(d) of the Exchange Act after the effective date of Registration Statement that is incorporated by reference therein.

Appears in 1 contract

Samples: Equity Underwriting Agreement (Paylocity Holding Corp)

Representations and Warranties of the Company and the Selling Shareholders. (i) A. The Company represents and warrants to to, and agrees with, each of the several Underwriters as follows: (a) i. A registration statement on Form S-1 (File Registration No. 333-197660333-______) 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") promulgated thereunder and has been filed with the CommissionCommission under the Act. If the Company has elected to rely upon Rule 462(b) under the Act to increase the size of the offering registered under the Act, the Company will prepare and file with the Commission a registration statement with respect to such increase pursuant to Rule 462(b). Copies of such the registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, statement as finally amended and revised, to date have heretofore been delivered by the Company to youthe Representatives. Such registration statement, together with any including a registration statement (if any) filed by the Company pursuant to Rule 462(b) under the Act and the information (if any) deemed to be part thereof pursuant to Rules 430A and 434(d) under the Act, is and all prospectuses included as a part thereof, all financial statements included in such registration statement, and all schedules and exhibits thereto, as amended at the time when the registration statement shall become effective, are herein referred to as the "Registration Statement,” which " and the term "Prospectus" as used herein shall be deemed mean the final prospectus included as a part of the Registration Statement on file with the Commission when it becomes effective (except that if a prospectus is filed by the Company pursuant to include all information omitted therefrom in reliance upon Rules 430A424(b) and 430A under the Act, 430B or 430C the term "Prospectus" as used herein shall mean the prospectus so filed pursuant to Rules 424(b) and 430A (including any term sheet meeting the requirements of Rule 434 under the Act and contained provided by the Company for use with a prospectus subject to completion within the meaning of Rule 434 in order to meet the Prospectus referred to below, has become effective under requirements of Section 10(a) of the Act and no post-effective amendment Act)). The term "Preliminary Prospectus" as used herein means any prospectus used prior to the Registration Statement has been filed Effective Date (as defined in Section 5(A) hereof) and included as a part of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement Statement, prior to the time it becomes or became effective is herein referred under the Act and any prospectus subject to completion as a “described in Rules 430A or 434 under the Act. Copies of the Registration Statement, including all exhibits and schedules thereto, any amendments thereto and all Preliminary Prospectus”Prospectuses have been delivered to you.

Appears in 1 contract

Samples: Underwriting Agreement (Zomax Optical Media Inc)

Representations and Warranties of the Company and the Selling Shareholders. (i1) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (a1) A registration statement on Form S-1 (File No. 333-19766060692) with respect on Form S-3 relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended (the “"Act”), ") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. The Company and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting transaction contemplated by this Agreement meet 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) for using Form S-3 under the Act. If such registration statement (the "initial registration statement") has been declared effective, is herein referred to as either (A) an additional registration statement (the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment "additional registration statement") relating to the Registration Statement has Offered Securities may have been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) ("Rule 462(b)") under the ActAct and, if so filed, has 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 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. Each preliminary prospectus included in If the Registration Statement 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 post-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 becomes proposes to file an amendment or post-effective is herein referred amendment to as a “Preliminary Prospectus”.such registration statement, the date and time as

Appears in 1 contract

Samples: Underwriting Agreement (Integrated Circuit Systems Inc)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660333-______) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become been declared effective by the Commission under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement Agreement. For purposes of this Agreement, the term "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) 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."

Appears in 1 contract

Samples: Underwriting Agreement (Geotel Communications Corp)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters Underwriter as follows: (ai) A registration statement on Form S-1 S-3 (File No. 33333-19766043299) 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 Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company has complied 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) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to as the "Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, " has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement Agreement. "Prospectus" means (this “Agreement”). “Prospectus” means a) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriter for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) 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, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) and prior to the termination of the offering of the Shares by the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Primark Corp)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660141586) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits, exhibits and financial statements and schedulesthereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C Rule 430A under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration 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 supplements or amendments thereto, filed with the Commission after the date of 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 (McLeodUSA INC)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters and the Selling Shareholders as follows: (ai) A registration statement on Form S-1 S-3 (File No. 333-197660333-______) 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. The Company and the offering and sale of the Shares 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) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to youyou or your representatives or are publicly available in accordance with the Rules and Regulations. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) under of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A 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 equity underwriting agreement (this “Agreement”). "Prospectus" means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act). Each preliminary prospectus included in the Registration Statement prior to the time it the Registration Statement 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 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 any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of 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

Samples: Registration and Stock Purchase Agreement (Philadelphia Suburban Corp)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to to, and agrees with, each of the several Underwriters as followsthat: (ai) A The Company has filed with the Commission a registration statement on Form S-1 F-1 (File No. 333-197660148550) with respect to covering the Shares has been prepared by the Company in conformity with the requirements registration of the Securities Act of 1933Offered Shares under the Act, as amended (including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed form then on file with the Commission. Copies of such registration statement, including any amendments thereto, all information contained in the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company (if any) pursuant to Rule 462(b) under and then deemed to be a part of the Actinitial registration statement, is herein 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,.which The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Shares. 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 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 belowas the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has become been declared effective under the Act and no post-effective amendment is not proposed to the be amended. Any Additional Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed or will become effective upon filing with the Commission pursuant to Rule 462(b) and within the time limits described in Rule 424(b) is not proposed to be amended. The Offered ADSs all have been or will be duly registered under the ActAct pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. Each preliminary prospectus For purposes of this Agreement: “430A Information,” with respect to any registration statement, means information included in the Registration Statement prior a prospectus and retroactively deemed to the time it becomes effective is herein referred be a part of such registration statement pursuant to as Rule 430A(b). “430C Information,” with respect to any registration statement, means information included in a “Preliminary Prospectus”.prospectus then deemed to be a part of such registration statement pursuant to Rule 430C.

Appears in 1 contract

Samples: Underwriting Agreement (ReneSola LTD)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of the Underwriters as follows: (ai) A registration statement on Form S-1 (File No. 333-197660145929) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Act and 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, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”)Act. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Prospectus shall be deemed to include any supplements or amendments thereto, filed with the Commission after the date of 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: Underwriting Agreement (Cardtronics Inc)

Representations and Warranties of the Company and the Selling Shareholders. (i) The Company represents and warrants the Selling Shareholders, jointly and severally, represent, warrant and covenant to each of the Underwriters as followsUnderwriter that: (a) A registration statement on Form S-1 (File No. 333-197660_________) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules Rules and regulations Regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, as amended, together with any registration statement filed by the Company pursuant to Rule 462(b) under of the Act, is herein referred to collectively as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act Rule 430A and contained in the Prospectus referred to below, has become been declared effective by the Commission under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this equity underwriting agreement Agreement. "Prospectus" means (this “Agreement”). “Prospectus” means i) the form of prospectus first filed with the Commission pursuant to and within Rule 424(b), or (ii) the last preliminary prospectus included in the Registration Statement filed prior to the time limits described in it becomes effective or filed pursuant to Rule 424(b424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) 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."

Appears in 1 contract

Samples: Underwriting Agreement (Cowlitz Bancorporation)

Representations and Warranties of the Company and the Selling Shareholders. (ia) The Company represents and warrants to each of to, and agrees with, the several Underwriters as followsthat: (ai) A registration statement on Form S-1 (File No. 333-19766085689) with respect relating to the Shares Offered Securities, including a form of prospectus, has been prepared by the Company in conformity filed with the requirements of Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933, as amended (the “"Act"), and the rules and regulations is not proposed to be amended or (the “Rules and Regulations”B) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally is proposed to be amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B amendment or 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment 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 Registration Statement has Offered Securities may have been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b462(b) ("Rule 462(b)") under the ActAct and, if so filed, has 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 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. Each preliminary prospectus included in If the Registration Statement 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 post-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 becomes 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 herein referred to as a “Preliminary Prospectus”.declared effective by the Commission. If an additional registration statement has not been filed

Appears in 1 contract

Samples: Underwriting Agreement (DBT Online Inc)

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