Disclosures in Registration Statement Sample Clauses

Disclosures in Registration Statement i. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”), except to the extent permitted by Regulation S-T; ii. Neither the Registration Statement nor any amendment thereto, at the time each part thereto became effective pursuant to the Securities Act, as of the date of this Agreement, at the First Closing Date or at the Second Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided however that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of (i) the name of the Underwriters contained on the cover page of the Pricing Prospectus and Prospectus and (ii) the sub-sections titled “Commissions and Expenses”, “Underwriters’ Warrants”, “Indemnification; Indemnification Escrow”, “Lock-Up Agreements”, “Pricing of this Offering”, “Electronic Offer, Sale and Distribution”, “Price Stabilization, Short Positions and Penalty Bids”, “Passive Market Making”, “Potential Conflicts of Interest”, and “Selling Restrictions” in each case under the caption “Underwriting” in the Prospectus (the “Underwriter Information”); iii. The Pricing Disclosure Package, as of the Applicable Time, as of the date of this Agreement, and at th...
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Disclosures in Registration Statement. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to a closing of the sale of a Note, the Registration Statement and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the 1933 Act and the regulations promulgated thereunder (the “Regulations”), and did or will, in all material respects, conform to the requirements of the 1933 Act and the Regulations. On the last effective date and at the time of the Note sale, the Registration Statement will not, and on such closing date 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; on the date of any filing pursuant to Rule 424(b) and on such closing date, the Prospectus (together with any supplement thereto) will not include any 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;
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Disclosures in Registration Statement. 4 2.3.1 Securities Act Representation..............................4 2.3.2 Disclosure of Contracts....................................4 2.3.3 Prior Securities Transactions..............................4 2.4 Changes After Dates in Registration Statement.......................5 2.4.1 No Material Adverse Change.................................5 2.4.2 Recent Securities Transactions, Etc........................5 2.5
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Disclosures in Registration Statement. 3 2.3.1 Securities Act and Exchange Act Representation....... 3 2.3.2
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Disclosures in Registration Statement. 4 2.3.1 Securities Act Representation . . . . . . . . . . . . 4 2.3.2 Disclosure of Contracts . . . . . . . . . . . . . . . 4 2.3.3 Prior Securities Transactions . . . . . . . . . . . . 5 2.4 Changes After Dates in Registration Statement . . . . . . . . 5 2.4.1 No Material Adverse Change . . . . . . . . . . . . . 5 2.4.2 Recent Securities Transactions, Etc . . . . . . . . . 5 2.5
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Disclosures in Registration Statement. At the time the Registration Statement became effective and at all times subsequent thereto up to the Closing Date:
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Disclosures in Registration Statement. 4 2.3.1 SECURITIES ACT AND EXCHANGE ACT REPRESENTATION . . . . . . . 4 2.3.2
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Disclosures in Registration Statement 
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Related to Disclosures in Registration Statement

  • Registration Statement The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

  • Suspension of Registration Statement (a) If at any time, and from time to time, during the Selling Period Onyx shall furnish to the Holders a certificate signed by the chief executive officer or chief financial officer of Onyx stating that (i) in the good-faith judgment of Onyx’s Board of Directors, permitting the sale of Onyx Common Stock pursuant to the Registration Statement at such time would be materially detrimental to Onyx and its shareholders or (ii) there exists a Disclosure Condition, Onyx may require that no sales be made by the Holders under the Registration Statement or the applicable Prospectus until such time as Onyx notifies the Holders in writing that such sales may be resumed; provided, however, that Onyx shall not exercise this right for more than a total of 60 days in the case of any one delay (subject to the limitation on delays and suspensions set forth in Section 2.3(b) hereof) nor more than twice in any twelve-month period; and provided further, that Onyx may not so suspend the use of the Registration Statement during any time in which Onyx is publicly selling shares of its capital stock or has another registration statement effective the use of which has not been suspended; and provided further, that the applicable Selling Period shall be extended by the aggregate number of days for which the use of the Registration Statement is suspended. (b) Notwithstanding any other provision of this Agreement, Onyx shall not exercise its rights under Section 2.1(b), Section 2.3(a) and Section 2.3(c) hereof to delay or suspend the Registration Statement for more than an aggregate of 90 days. (c) If such suspension shall relate to a Disclosure Condition, then Onyx shall (i) make the required disclosure as soon as practicable after such notice to the Holders and (ii) if necessary, prepare and file as soon as reasonably practicable any amendment to the Registration Statement or supplement to the applicable Prospectus or any Exchange Act filing as shall be required to correct any untrue statement or omission causing a Disclosure Condition, notify the Holders of any such filing and furnish the Holders with a reasonable number of copies of any such amendment or supplement. Onyx may delay filing, preparing or distributing any such amendment or supplement, however, if Onyx shall deliver a certificate signed by the chief executive officer or chief financial officer of Onyx stating that, in the good-faith judgment of Onyx’s Board of Directors, amending the Registration Statement or supplementing the Prospectus at such time would be materially detrimental to Onyx and its shareholders; provided, however, that Onyx shall not exercise this right for more than 60 days in the case of any one delay (subject to the limitation on delays and suspensions set forth in Section 2.3(b) hereof); and provided further, that Onyx may not so delay such amendment or supplement during any time in which Onyx is publicly selling shares of its capital stock; and provided further, that the applicable Selling Period shall be extended by the aggregate number of days for which the amendment or supplement is delayed. (d) If a Holder receives notification from Onyx pursuant to Section 2.3(a) that the use of the Registration Statement or the Prospectus shall be suspended, then such Holder shall: (i) keep the fact of such notification and its contents confidential and (ii) immediately suspend all sales of Onyx Common Stock and any use of the Registration Statement and Prospectus until such time as such Holder receives notification from Onyx that such sales may be made.