SHELF PROSPECTUS Sample Clauses

SHELF PROSPECTUS. Prior to delivering any Advance Notice hereunder, and subject to the provisions of Sections 6.02 and 6.03, the Company shall publish a Shelf Prospectus, and shall use it best efforts to cause the Shelf Prospectus or any subsequent Shelf Prospectus to be effective as of each Advance Closing Date. The Investor shall cooperate with the Company in the preparation of the Shelf Prospectus and any subsequent Shelf Prospectus, including the furnishing of certified information, as reasonably requested by the Company and/or its counsel. Prior to the publication of any Offering Document, the Company shall take all reasonable measures to verify the information and the disclosure contained in the Offering Document and the full compliance of same with the Securities Regulations.
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SHELF PROSPECTUS. The Buyer shall:
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SHELF PROSPECTUS. Because of the legal work involved in filing a shelf prospectus, the trustee shall be paid a single sum of NIS 10,000 on the date of filing the shelf prospectus.
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SHELF PROSPECTUS. The Company represents and covenants that (i) it has prepared and filed the Shelf Prospectus with the Securities Regulators, omitting only such information as is permitted to be omitted for such documents pursuant to Securities Laws, and has obtained a receipt for the Shelf Prospectus from and on behalf of the Ontario Securities Commission in its capacity as principal regulator in accordance with the Prospectus Review Procedures deeming that a receipt has been issued by each of the Securities Regulators; and (ii) it has fulfilled all of the requirements to be fulfilled by it, including the filing of all continuous disclosure materials required to be filed in Canada pursuant to Securities Laws, but excluding the preparation and filing of the Prospectus Supplement, to enable the Offered Securities to be offered for sale and sold to the public in all of the Qualifying Jurisdictions through registrants who have complied with the relevant provisions of Securities Laws.
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SHELF PROSPECTUS. The Shelf Prospectus has been filed with each of the Securities Regulators, and receipts therefore have been issued or deemed to be issued by or on behalf of each of the Securities Regulators, which receipts continue to be effective, and no securities commission or other regulatory authority has issued any order preventing or suspending the use of the Shelf Prospectus or instituted proceedings for that purpose. The Company (i) has prepared and filed the Registration Statement in conformity with the requirements of the U.S. Securities Act, which became effective on September 12, 2013, and includes the Shelf Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement, (ii) the Registration Statement is effective under the U.S. Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Shelf Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC, (iii) at the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the U.S. Securities Act and (iv) at the time the Shelf Prospectus or any amendment or supplement thereto was issued and at the Closing Date, the Shelf Prospectus conformed and will conform in all material respects to the requirements of the U.S. Securities Act.
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SHELF PROSPECTUS. The Buyer shall: (i) as soon as practicable after June 29, 2001, prepare and file with the SEC a registration statement on Form F-3 or F-10 or any <PAGE> - 49 - comparable registration form then in effect (the "REGISTRATION STATEMENT") relating to the resale of the Buyer Shares by the Shareholders from time to time on the Nasdaq National Market or the facilities of any U.S. national securities exchange or market on which the Buyer Shares (issued pursuant to this Agreement) are then traded or in privately-negotiated transactions in the United States; (ii) use its reasonable efforts, subject to receipt of necessary information from the Shareholders, to cause the SEC to declare the Registration Statement effective within 60 days after the Registration Statement is filed by the Buyer; (iii) promptly prepare and file with the SEC (and provide notice to the Shareholders of any such filing) such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective until the earlier of (i) two years after the effective date of the Registration Statement, or (ii) the date on which the Buyer Shares may be resold by the Shareholders without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect; (iv) furnish to each Shareholder with respect to the Buyer Shares registered under the Registration Statement (and to each underwriter, if any, of such Buyer Shares) such number of copies of prospectuses and such other documents as the Shareholder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Buyer Shares by the Shareholder; (v) file documents required of the Buyer for normal "blue sky" clearance in states specified in writing by the Shareholders; provided, however, that the Buyer shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) notify each holder of Buyer Shares covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the sta...
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Related to SHELF PROSPECTUS

  • Rule 424 Prospectus The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the final pre-filing version of such prospectus.

  • Prospectus The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

  • Statutory Prospectus If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representative so that any use of the Statutory Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the Statutory Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

  • Preliminary Prospectus No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

  • Registration Statement and Prospectus The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

  • Registration Statement and Prospectus Contents At the respective times the Registration Statement and any amendments thereto became or become effective as to the Underwriters and at each Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at each Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this paragraph (d) shall not apply to information contained in or omitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’ Information.

  • Delivery of Registration Statement, Time of Sale Prospectus and Prospectus The Company shall furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

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