Common use of Representations, Warranties and Agreements of the Company Clause in Contracts

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 10 contracts

Samples: Underwriting Agreement (LogMeIn, Inc.), Underwriting Agreement (Trans1 Inc), Underwriting Agreement (LogMeIn, Inc.)

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Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 8 contracts

Samples: Underwriting Agreement (Halcon Resources Corp), Underwriting Agreement (Dupont Fabros Technology, Inc.), Underwriting Agreement (Petrohawk Energy Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 7 contracts

Samples: Underwriting Agreement (Harbinger Group Inc.), Underwriting Agreement (LTX-Credence Corp), Underwriting Agreement (Neoware Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A shelf registration statement on Form S-1 S-3 relating to the Stock has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered made available by the Company to you as the representatives (the “Representatives”) of the Underwritersyou. As used in this agreement (this “Agreement:”):

Appears in 6 contracts

Samples: Underwriting Agreement (Cinemark Holdings, Inc.), Underwriting Agreement (Cinemark Holdings, Inc.), Underwriting Agreement (Cinemark Holdings, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this Agreement:

Appears in 5 contracts

Samples: Underwriting Agreement (Webster Financial Corp), Underwriting Agreement (Centene Corp), Underwriting Agreement (Webster Financial Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 4 contracts

Samples: Underwriting Agreement (3d Systems Corp), Underwriting Agreement (3d Systems Corp), Underwriting Agreement (3d Systems Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this agreement (this “Agreement:”):

Appears in 4 contracts

Samples: Underwriting Agreement (Hanger Orthopedic Group Inc), Underwriting Agreement (Ares Corporate Opportunities Fund Lp), Underwriting Agreement (Ares Corporate Opportunities Fund Lp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees thatas follows: (a) A An automatic shelf registration statement on Form S-1 relating S-3 with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwritersyou. As used in this Agreement:

Appears in 4 contracts

Samples: Underwriting Agreement (Sba Communications Corp), Underwriting Agreement (Sba Communications Corp), Underwriting Agreement (R H Donnelley Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has Offered Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) Representatives of the Underwriters. As used in this Agreement:

Appears in 4 contracts

Samples: Underwriting Agreement (Linn Energy, LLC), Underwriting Agreement (Linn Energy, LLC), Underwriting Agreement (Linn Energy, LLC)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this Agreement:

Appears in 4 contracts

Samples: Underwriting Agreement (Acacia Research Corp), Underwriting Agreement (Acacia Research Corp), Underwriting Agreement (Netflix Inc)

Representations, Warranties and Agreements of the Company. The Company hereby represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock Public Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered furnished or otherwise made available by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 3 contracts

Samples: Underwriting Agreement (Modern Media Acquisition Corp.), Underwriting Agreement (Modern Media Acquisition Corp.), Underwriting Agreement (Modern Media Acquisition Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-[●]) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative of the Underwriters (the “RepresentativesRepresentative) of the Underwriters). As used in this Agreement:

Appears in 3 contracts

Samples: Underwriting Agreement (Queen's Gambit Growth Capital II), Underwriting Agreement (Queen's Gambit Growth Capital), Underwriting Agreement (Queen's Gambit Growth Capital)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-187794) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 3 contracts

Samples: Underwriting Agreement (Macquarie Infrastructure Co LLC), Underwriting Agreement (Macquarie Infrastructure Co LLC), Underwriting Agreement (Macquarie Infrastructure CO LLC)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this Agreement:

Appears in 3 contracts

Samples: Underwriting Agreement (Jazz Pharmaceuticals Inc), Underwriting Agreement (Avatar Holdings Inc), Underwriting Agreement (Ziopharm Oncology Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333- 252355) relating to the Stock Units has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 3 contracts

Samples: Underwriting Agreement (Power & Digital Infrastructure Acquisition Corp.), Underwriting Agreement (Power & Digital Infrastructure Acquisition Corp.), Underwriting Agreement (Power & Digital Infrastructure Acquisition Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives Representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 3 contracts

Samples: Underwriting Agreement (Avago Technologies LTD), Underwriting Agreement (Avago Technologies LTD), Underwriting Agreement (Avago Technologies LTD)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-199816) relating to the Stock has (i) been prepared by the Company in conformity conformity, in all material respects, with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Platform Specialty Products Corp), Underwriting Agreement (Platform Specialty Products Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement Registration Statement on Form S-1 (File No. 333-175475) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement Registration Statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (GSE Holding, Inc.), Underwriting Agreement (GSE Holding, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-[ ● ]) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company (or made available through the Commission’s Electronic Data Gathering Analysis Retrieval System (“XXXXX”)) to you upon request as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (AZEK Co Inc.), Underwriting Agreement (CPG Newco LLC)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-[ · ]) relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company (or made available through the Commission’s Electronic Data Gathering Analysis and Retrieval System) to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Palomar Holdings, Inc.), Underwriting Agreement (Palomar Holdings, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating S-3 with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Lumos Networks Corp.), Underwriting Agreement (Ntelos Holdings Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives Representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Webster Financial Corp), Underwriting Agreement (Bucyrus International Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has Offered Securities (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) promulgated thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (ITC Holdings Corp.), Underwriting Agreement (ITC Holdings Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has Notes (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Webster Financial Corp), Underwriting Agreement (Webster Financial Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-252172) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (ECP Environmental Growth Opportunities Corp.), Underwriting Agreement (ECP Environmental Growth Opportunities Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-204635) relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Dupont Fabros Technology, Inc.), Underwriting Agreement (Dupont Fabros Technology, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating S-3 (File No. 333-57382) with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”"REPRESENTATIVES") of the Underwriters. As used in this Agreement:,

Appears in 2 contracts

Samples: Underwriting Agreement (Denbury Resources Inc), Underwriting Agreement (TPG Advisors Ii Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-253066) relating to the Stock has Securities (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Lerer Hippeau Acquisition Corp.), Underwriting Agreement (Lerer Hippeau Acquisition Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-249137) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (SCP & CO Healthcare Acquisition Co), Underwriting Agreement (SCP & CO Healthcare Acquisition Co)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-[•]) relating to the Stock Shares has (i) been prepared by the Company in conformity with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (SMART Global Holdings, Inc.), Underwriting Agreement (SMART Global Holdings, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-[ ]) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (First Advantage Corp), Underwriting Agreement (Applied Genetic Technologies Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-193832) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Gastar Exploration Inc.), Underwriting Agreement (Gastar Exploration Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A shelf registration statement on Form S-1 S-3 (File No. 333-197977) relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Parker Drilling Co /De/), Underwriting Agreement (Parker Drilling Co /De/)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-253106) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Aurora Acquisition Corp.), Underwriting Agreement (Aurora Acquisition Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-249061) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative of the Underwriters (the “RepresentativesRepresentative) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Motion Acquisition Corp.), Underwriting Agreement (Motion Acquisition Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating S-1, and amendments thereto, with respect to the Stock has have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment each of the amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Underwriting Agreement (this “Agreement:”), “Effective Time” means the date and the

Appears in 2 contracts

Samples: Underwriting Agreement (Tempur Pedic International Inc), Underwriting Agreement (Tempur Pedic International Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-259860) relating to the Stock has Units: (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative of the Underwriters (the “RepresentativesRepresentative) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Pegasus Digital Mobility Acquisition Corp.), Underwriting Agreement (Pegasus Digital Mobility Acquisition Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-1 (File No. 333-202291) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Kornit Digital Ltd.), Underwriting Agreement (Kornit Digital Ltd.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-200312) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Advanced Drainage Systems, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees thatas follows: (a) A registration statement on Form S-1 S-3 relating to the Stock Notes has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Las Vegas Sands Corp), Underwriting Agreement (Las Vegas Sands Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock Units has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Lightpath Technologies Inc), Underwriting Agreement (Lightpath Technologies Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-190687) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Jarden Corp), Underwriting Agreement (Jarden Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-253092) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Artemis Strategic Investment Corp), Underwriting Agreement (Artemis Strategic Investment Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-190649) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Fibrocell Science, Inc.), Underwriting Agreement (Fibrocell Science, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-254531) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Spindletop Health Acquisition Corp.), Underwriting Agreement (Spindletop Health Acquisition Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Ntelos Holdings Corp), Underwriting Agreement (Ntelos Holdings Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-210674) relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (AdvancePierre Foods Holdings, Inc.), Underwriting Agreement (AdvancePierre Foods Holdings, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-253091) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Colonnade Acquisition Corp. II), Underwriting Agreement (Colonnade Acquisition Corp. II)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-253079) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative of the Underwriters (the “RepresentativesRepresentative) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Digital Transformation Opportunities Corp.), Underwriting Agreement (Digital Transformation Opportunities Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment each of the amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Ormat Technologies, Inc.), Underwriting Agreement (Ormat Technologies, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-230674) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (BioXcel Therapeutics, Inc.), Underwriting Agreement (BioXcel Therapeutics, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersRepresentative. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Halcon Resources Corp), Underwriting Agreement (Halcon Resources Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (together, the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you Barclays Capital Inc. as the representatives representative (“you” or the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Delphi Financial Group Inc/De), Underwriting Agreement (Delphi Financial Group Inc/De)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating S-3 (No. 333-105218) with respect to the Stock has (i) been prepared by the Company and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), and the rules and regulations promulgated thereunder (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become became effective under the Securities Act. Copies of such registration statement and any each amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”"REPRESENTATIVES") of the Underwriters. As used in this Agreement:of

Appears in 2 contracts

Samples: Underwriting Agreement (Phillips Van Heusen Corp /De/), Underwriting Agreement (Phillips Van Heusen Corp /De/)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating S-3 with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder; , (ii) been filed with the Commission under the Securities Act; , and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment each of the amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwritersyou. As used in this Agreement:As

Appears in 2 contracts

Samples: Underwriting Agreement (Peabody Energy Corp), Underwriting Agreement (Peabody Energy Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Icx Technologies Inc), Underwriting Agreement (EnerJex Resources, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-205010) relating to the Stock has (i) been prepared by the Company in conformity conformity, in all material respects, with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Platform Specialty Products Corp), Underwriting Agreement (Platform Specialty Products Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-[•]) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company (or made available through the Commission’s Electronic Data Gathering Analysis Retrieval System (“XXXXX”)) to you upon request as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Allegro Microsystems, Inc.), Underwriting Agreement (Allegro Microsystems Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-3 (File No. 333-248784) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Kornit Digital Ltd.), Underwriting Agreement (Kornit Digital Ltd.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A An automatic shelf registration statement on Form S-1 S-3 (File No. 333-240118) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (BioXcel Therapeutics, Inc.), Underwriting Agreement (BioXcel Therapeutics, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “Representatives”"Representative") of the Underwriters. As used in this Agreement:

Appears in 2 contracts

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

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Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A An automatic shelf registration statement on Form S-1 S-3 (File No. 333-197410) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwritersyou. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Mattress Firm Holding Corp.), Underwriting Agreement (Mattress Firm Holding Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-3 (File No. 333-215404) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Kornit Digital Ltd.), Underwriting Agreement (Kornit Digital Ltd.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-252161) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 2 contracts

Samples: Underwriting Agreement (Sustainable Development Acquisition I Corp.), Underwriting Agreement (Sustainable Development Acquisition I Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement The Registration Statement on Form S-1 (File No. 333-200386) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Trevena Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement The Registration Statement on Form S-1 S-3 (File No. 333-203230) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Trevena Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-251919) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Blink Charging Co.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating S-3 with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment each of the amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:the

Appears in 1 contract

Samples: Underwriting Agreement (Hughes Supply Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-260337) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (KC Holdco, LLC)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Fleetwood Enterprises Inc/De/)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-[ ⚫ ]) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Latham Group, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-234182) relating to the Stock has Units (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (FinServ Acquisition Corp.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-[·]) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (BioXcel Therapeutics, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees thatas follows: (a) A registration statement on Form S-1 relating S-3 (File No. 333-136052) with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwritersyou. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Centennial Communications Corp /De)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating S-3 with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment each of the amendments thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:, “Effective Time” means the date and the time as of

Appears in 1 contract

Samples: Purchase Agreement (Colonial Bancgroup Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-260094) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company (or made available through the Commission’s Electronic Data Gathering Analysis and Retrieval System (“XXXXX”)) to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Archaea Energy Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Halozyme Therapeutics Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A An automatic shelf registration statement on Form S-1 S-3 (File No. 333-215499) relating to the Stock has Notes (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) has become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Veeco Instruments Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-3 (File No. 333-207546) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Foamix Pharmaceuticals Ltd.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-1 (File No. 333-279379) relating to the Stock Common Shares and the ADSs has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Grupo Aeromexico, S.A.B. De C.V.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-1 (File No. 333-251822) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (ZIM Integrated Shipping Services Ltd.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-252858) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Sun Country Airlines Holdings, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-187794) relating to the Stock Notes has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Macquarie Infrastructure Co LLC)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Geotag Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A An automatic shelf registration statement on Form S-1 S-3 (File No. 333-195099) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Pacira Pharmaceuticals, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock Securities has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) Representative of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Evergreen Solar Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-187794) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Macquarie Infrastructure Co LLC)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-224084) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Foamix Pharmaceuticals Ltd.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-210615), relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the UnderwritersUnderwriter. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Macquarie Infrastructure Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-181821) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Thermon Group Holdings, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-1 relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Allot Communications Ltd.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-217539) relating to the Stock Shares has (i) been prepared by the Company in conformity with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (SMART Global Holdings, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”"REPRESENTATIVES") of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Delek US Holdings, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-175934) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (M/a-Com Technology Solutions Holdings, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-174248) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives representative (the “RepresentativesRepresentative”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Digital Domain Media Group, Inc.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 relating to the Stock has (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) become is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Webster Financial Corp)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 F-3ASR (File No. 333-232070) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives of the Underwriters (the “Representatives”) of the Underwriters). As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Kornit Digital Ltd.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 (File No. 333-275000) relating to the Stock Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Hamilton Insurance Group, Ltd.)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-168351) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Entropic Communications Inc)

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 S-3 (File No. 333-274177) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Mid Penn Bancorp Inc)

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