Representations and Warranties of the Company and the Selling Stockholder. (A) The Company represents and warrants to, and agrees with, the several Underwriters that: (a) A registration statement on Form F-1 (No. 333-131220) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “Act”) 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 (i) 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 (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional
Appears in 1 contract
Representations and Warranties of the Company and the Selling Stockholder. (Aa) The Company represents and warrants to, and agrees with, the several Underwriters that:
(ai) A registration statement on Form F-1 (No. 333-131220333- ) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “Commission”"COMMISSION") and either (iA) has been declared effective under the Securities Act of 1933, as amended 1933 (the “Act”"ACT") and is not proposed to be amended or (iiB) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (iA) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule "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 (iiB) 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 additionaladditional 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
Appears in 1 contract
Samples: Underwriting Agreement (Mitchell Energy & Development Corp)
Representations and Warranties of the Company and the Selling Stockholder. (Aa) The Company represents and warrants to, and agrees with, the several Underwriters that:
(ai) A registration statement on Form F-1 (No. 333-13122065248) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “Commission”"COMMISSION") and either (iA) has been declared effective under the Securities Act of 1933, as amended (the “Act”"ACT") and is not proposed to be amended or (iiB) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (iA) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule "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 (iiB) 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 additionalregistration
Appears in 1 contract
Samples: Underwriting Agreement (Electronics Boutique Holdings Corp)
Representations and Warranties of the Company and the Selling Stockholder. (A) The Company represents and warrants to, and agrees with, the several Underwriters that:
(a) A registration statement on Form F-1 (No. 333-131220) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “Act”) 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 (i) 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 (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additionaladditional 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 (i) 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
Appears in 1 contract
Representations and Warranties of the Company and the Selling Stockholder. (Aa) The Company represents and warrants to, and agrees with, the several Underwriters that:
(ai) A registration statement on Form F-1 (No. 333-131220129142) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) and either (iA) has been declared effective under the Securities Act of 1933, as amended 1933 (the “Act”) and is not proposed to be amended or (iiB) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (iA) 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 (iiB) 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 additionaladditional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such
Appears in 1 contract
Representations and Warranties of the Company and the Selling Stockholder. (Aa) The Company represents and warrants to, and agrees with, the several Underwriters that:
(ai) A registration statement on Form F-1 (No. 333-131220111904) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “Commission”"COMMISSION") and either (iA) has been declared effective under the Securities Act of 1933, as amended 1933 (the “Act”"ACT") and is not proposed to be amended or (iiB) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (iA) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“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 (iiB) 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.
Appears in 1 contract
Representations and Warranties of the Company and the Selling Stockholder. (Aa) The Company represents and warrants to, and agrees with, the several Underwriters that:
(ai) A registration statement on Form F-1 (No. 333-13122076699) relating to the Offered Securities, including a form of prospectusprospectus relating to the Securities, has been filed with the Securities and Exchange Commission (the “"Commission”") and either (iA) has been declared effective under the Securities Act of 1933, as amended 1933 (the “Act”"ACT") and is not proposed to be amended or (iiB) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (iI) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule "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 (iiII) 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 additionaladditional 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
Appears in 1 contract
Samples: Underwriting Agreement (American National Can Group Inc)
Representations and Warranties of the Company and the Selling Stockholder. (Aa) The Company represents and warrants to, and agrees with, the several Underwriters that:
(ai) A registration statement on Form F-1 (No. 333-13122079659) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “Commission”"COMMISSION") and either (iA) has been declared effective under the Securities Act of 1933, as amended 1933 (the “Act”"ACT") and is not proposed to be amended or (iiB) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”"INITIAL REGISTRATION STATEMENT") has been declared effective, either (iA) an additional registration statement (the “additional registration statement”"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“Rule "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 (iiB) 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 additionaladditional 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
Appears in 1 contract