SUPPLEMENTARY PROSPECTUS Sample Clauses

SUPPLEMENTARY PROSPECTUS. 6.1 The Company will comply with FSMA and the LPDT Rules so as to permit the completion of the distribution of the New Ordinary Shares and Matching Warrants as contemplated in this Agreement and the Offer Documents. If at any time after the Final Prospectus has been lodged with the FCA for approval and prior to Admission: 6.1.1 any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of the Placing Banks, the Company or the respective legal advisers, to amend or supplement any Offer Document in order that such Offer Document will not contain any untrue statement of a material fact or omit to state a material PLATFORM: PLACING AGREEMENT fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time it is delivered to a subscriber of New Ordinary Shares and Matching Warrants; 6.1.2 if there arises or is noted any matter referred to in section 87G of FSMA of which the Company is, or becomes, aware prior to Admission and which requires the Company to deal with such change in accordance with section 87G of FSMA, the Prospectus Rules and/or the Listing Rules; or 6.1.3 if it shall be necessary, in the opinion of the Placing Banks’ Counsel or Company’s Counsel, at any such time to amend or supplement any Offer Document in order to comply with the requirements of FSMA, the Prospectus Rules and/or the Listing Rules or other appropriate law or regulation (as the case may be), the Company, the Founders or the Directors (as the case may be) will: (A) promptly bring such event or condition to the notice of the Placing Banks and shall promptly prepare and file with the UK Listing Authority (or procure the filing with the FCA of) such amendment or supplement as may be necessary to correct such statement or omission or to make such Offer Document comply with such requirements. Before amending or supplementing any Offer Documents, the Company will furnish the Placing Banks with a copy of each such proposed amendment or supplement, and will not make any such proposed amendment or supplement without the consent of each of the Placing Banks, such consent not to be unreasonably withheld or delayed, provided always that (i) nothing in this paragraph shall prevent the Company or the Founders or the Directors from complying with their obligations at law or under FSMA or the LPDT Rules and (ii) this paragraph shall be without prejudice to the rights of the Placing Banks pursuant to ...
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SUPPLEMENTARY PROSPECTUS. Without prejudice to any right of the Lead Manager to terminate this agreement, if the Company becomes aware of or is notified of any matter that would require the Company to lodge a Supplementary Prospectus with ASIC, the Company must immediately notify the Lead Manager and the Company must: (a) if required by the Lead Manager, as soon as practicable and in any event within 3 Business Days, lodge a Supplementary Prospectus with ASIC, in a form approved in writing by the Lead Manager, such approval not to be unreasonably withheld or delayed; and (b) make any related filings or lodgements with any Governmental Agency required under any applicable law (including any related filings required to be made with the U.S. Securities and Exchange Commission of, or in connection with, the US Offer Documentation), any such filings to be in form and substance approved by the Lead Manager, such approval not to be unreasonably withheld or delayed.
Sample 1
SUPPLEMENTARY PROSPECTUS. The Lead Manager reasonably forms the view that a Supplementary Prospectus must be lodged with ASIC under section 719 of the Corporations Act and the Company does not lodge a Supplementary Prospectus in the form, with the content and within the time reasonably required by the Lead Manager.
Sample 1
SUPPLEMENTARY PROSPECTUS without prejudice to the Underwriter's rights under clause 10, if the Company is notified or otherwise becomes aware that there is: (i) a statement in the Prospectus that is, or has become, misleading or deceptive; (ii) an omission from the Prospectus of information required by the Corporations Act to be included; or (iii) a new circumstance that: (A) has arisen since the Prospectus or any Supplementary Prospectus was lodged; and (B) would have been required by the Corporations Act to be included in the Prospectus or any Supplementary Prospectus if it had arisen before the relevant document was lodged, it must immediately notify the Underwriter of that statement, omission or circumstance, and the Company must lodge a Supplementary Prospectus (in form and substance approved in writing by the Underwriter, such approval not to be unreasonably withheld or delayed) in respect of that statement, omission or circumstance as soon as practicable afterwards, and otherwise comply with the Corporations Act. Following lodgement of any Supplementary Prospectus, the Company must take all action in respect of the Supplementary Prospectus as may be reasonably required by the Underwriter (including dispatch of copies of the Supplementary Prospectus to all recipients of the Prospectus).
Sample 1
SUPPLEMENTARY PROSPECTUS. (i) the Underwriter, having elected not to exercise its right to terminate its obligations under this agreement as a result of an occurrence as described in clause 10.2(p)(iv), forms the view on reasonable grounds that a Supplementary Prospectus should be lodged with ASX and the Company fails to lodge a Supplementary Prospectus in such form and content and within such time as the Underwriter may reasonably require; or (ii) the Company lodges a Supplementary Prospectus without the prior written agreement of the Underwriter;
Sample 1
SUPPLEMENTARY PROSPECTUS any event or circumstance occurs that results in the Company being, becoming or likely to become obliged to: (i) repay any money received from any Applications, (ii) give the applicants who have submitted any Applications: (A) any document prescribed in section 724(3) of the Corporations Act; and (B) 1 month to withdraw their Application; or (iii) issue or transfer any Shares to any such applicant and give them: (A) any document prescribed in section 724(3) of the Corporations Act; and (B) 1 month to withdraw their Application, in accordance with the provisions of section 724(2) of the Corporations Act;
Sample 1
SUPPLEMENTARY PROSPECTUS. All statements of fact contained in any Supplementary Prospectus will be true and accurate in all material respects and not misleading and all expressions of opinion or intention contained therein (unless expressly or by implication attributed to a person other than the Directors or the Company) will be made on reasonable grounds and will be truly and honestly held by the Directors and will be fairly based and there will be no other facts known or which could on reasonable enquiry have been known to the Directors the omission of which would make any such statement or expression in any such Supplementary Prospectus misleading or which will be or might be material. If any Supplementary Prospectus is published, then the Circular, together with such Supplementary Prospectus, will contain all such information as, having regard to the matters referred to in section 146(3) of the FSA, investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and of the rights attaching to the New Shares.
Sample 1
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Related to SUPPLEMENTARY PROSPECTUS

  • 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.

  • 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 Prospectuses (i) Each Preliminary Prospectus, as of the time it was filed with the Commission pursuant to Rule 424(a) under the Securities Act, if any, did not contain any untrue statement of a material fact or omit 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 the Underwriter Information. (ii) Each Preliminary Prospectus, at the time it was filed with the Commission pursuant to Rule 424(a) under the Securities Act, if any, complied in all material respects with the Securities Act.

  • Supplemental Prospectus Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result of which the prospectus included in the 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 statements therein not misleading in light of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Xxxxxx’s receipt of the copies of a supplemental or amended prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

  • Use of Summary Prospectuses (i) The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Variable Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A.

  • Final Prospectus (i) Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it is filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, will not contain any untrue statement of a material fact or omit 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 the Underwriter Information. (ii) Each of the Final Prospectus and any amendments or supplements thereto, at the time it is filed with the Commission pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, will comply in all material respects with the Securities Act.

  • 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.

  • Amendment to Prospectus If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus as then supplemented 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, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly will (i) notify the Representative of any such event; (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to you in such quantities as you may reasonably request.

  • 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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