Registration Statement Contract Clauses (1,801)

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C ...under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. View More

Registration Statement. To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable after Closing of the Placement and not later than fifteen (15) days following closing of the Placement, prepare and file with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") and a prospectus included therein (the "Prospectus") covering the resale o...f the Securities offered and sold in the Placement, which Registration Statement shall be declared effective no more than thirty (30) days after filing if it is not reviewed by the Commission or not more than sixty (60) days after filing if it is reviewed by the Commission. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis, counsel to Aegis and investors in the Placement. Other than any information provided by Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of each filing of the Registration Statement and any amendments or as of the date of effectiveness, 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 light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the resale of the Securities by the investors an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to 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, the Company will notify Aegis and the investors immediately of such event and the Company shall prepare a supplement or amendment to the Registration Statement or Prospectus that corrects such statement or omission. View More

Registration Statement. A registration statement on Form S-1 (File No. 333-185144), including a preliminary prospectus, has been prepared by the Company and was filed with the Securities and Exchange Commission (the "SEC") on November 26, 2012, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations of the SEC promulgated thereunder (the "Securities Act Rules and Regulations") for the registration of the Offering. The Comp...any has prepared and filed such amendments thereto and such amendments and supplements to the prospectus as may have been required to the date hereof, and will file such additional amendments and supplements thereto as may hereafter be required. The registration statement on Form S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the SEC (the "Effective Date"), are respectively hereinafter referred to as the "Registration Statement" and the "Prospectus," except that (i) if the Company files a post-effective amendment to such registration statement, then the term "Registration Statement" shall, from and after the declaration of the effectiveness of such post-effective amendment by the SEC, refer to such registration statement as amended by such post-effective amendment, and the term "Prospectus" shall refer to the amended prospectus then on file with the SEC, and (ii) if the prospectus filed by the Company pursuant to Rule 424(b)(3) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term "Prospectus" shall refer to such prospectus filed pursuant to Rule 424(b)(3), as the case may be, from and after the date on which it shall have been filed. As used herein, the terms "Registration Statement," "preliminary Prospectus" and "Prospectus" shall include the documents, if any, incorporated by reference therein. As used herein, the term "Effective Date" also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires. View More

Registration Statement. Purchase and Sale of the Securities 2 3. Representations and Warranties of the Company 3 4. Further Agreements of the Company 11 5. Certain Agreements of the Underwriters 14 6. Conditions of Underwriters' Obligations 15 7. Indemnification and Contribution 17 8. Effectiveness of Agreement 20 9. Termination 20 10. Defaulting Underwriter 20 11. Payment of Expenses 21 12. Persons Entitled to Benefit of Agreement 22 13. Survival 22 14. Certain Defined Terms 22 15. Compliance with USA Patriot Act 22 1...6. Miscellaneous 22 17. Recognition of the U.S. Special Resolution Regimes 23 ANNEX Annex A — Time of Sale Information Annex B — Form of Pricing Term Sheet Annex C — Form of Opinion of Counsel for the Company Annex D — Form of Certificate for Chief Financial Officer of the Company Annex E — Form of Opinion of Assistant General Counsel of the Company The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows: 1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-216463), including a prospectus, relating to the Securities. At or prior to 4:25 p.m., New York City time, on October 21, 2019, the time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively, the "Time of Sale Information"): a Preliminary Prospectus (as defined below) dated October 21, 2019, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed under the caption "Time of Sale Information" on Annex A hereto. View More

Registration Statement. Within 90 days of the date hereof, the Company shall prepare and file with the Commission a registration statement under the Securities Act including the shares of Common Stock issuable pursuant to the terms of the Notes. Within 45 days of the date of the issuance of Warrants in accordance with Section 1(c) hereof, the Company shall prepare and file with the Commission a registration statement under the Securities Act including the Warrants and the shares of Common Stock issuable upon exercise o...f the Warrants. View More

Registration Statement. Company agrees to register the Shares and the Warrants Shares in a registration statement and to file such registration statement within 120 days of the Closing Date.

Registration Statement. The Registration Statement is current and effective. B. Representations Regarding Company. Except as set forth in any Public Reports and attached exhibits, or under the corresponding section of the Disclosure Schedules, if any, Company hereby represents and warrants to, and as applicable covenants with, Investor as of the Closing: 6 1. Capitalization. The capitalization of the Company as of the Effective Date is as described in the Public Reports or Disclosure Schedules. No Person has any right ...of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents which has not been waived or satisfied. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock. The issuance and sale of the Shares will not obligate Company to issue shares of Common Stock or other securities to any Person, other than Investor, and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange, or reset price under such securities. All of the outstanding shares of capital stock of Company are validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of Company or others is required for the issuance and sale of the Shares. There are no existing or contemplated subscription or investment agreements, stockholder agreements, voting agreements or other similar agreements with respect to Company's capital stock to which Company is a party or, to the knowledge of Company, between or among any of Company's stockholders. View More

Registration Statement. Purchase and Sale of the Securities 1 3. Representations and Warranties of the Company 2 4. Further Agreements of the Company 8 5. Certain Agreements of the Underwriters 11 6. Conditions of Underwriters' Obligations 11 7. Indemnification and Contribution 13 8. Effectiveness of Agreement 16 9. Termination 16 10. Defaulting Underwriter 16 11. Payment of Expenses 17 12. Persons Entitled to Benefit of Agreement 17 13. Survival 18 14. Certain Defined Terms 18 15. Compliance with USA Patriot Act 18 16.... Miscellaneous 18 ANNEX Annex A — Time of Sale Information Annex B — Form of Pricing Term Sheet Annex C — Form of Opinion of Counsel for the Company Annex D — Form of Certificate for Chief Financial Officer of the Company Annex E — Form of Opinion of Assistant General Counsel of the Company (i) The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows: 1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-216463), including a prospectus, relating to the Securities. At or prior to 5:09 p.m., New York City time, on March 9, 2017, the time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively, the "Time of Sale Information"): a Preliminary Prospectus (as defined below) dated March 9, 2017, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed under the caption "Time of Sale Information" on Annex A hereto. View More

Registration Statement. The Participant acknowledges and agrees that the Company has filed a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), to register the Shares under the 1933 Act. The Participant acknowledges receipt of the Prospectus prepared by the Company in connection with the Registration Statement. Prior to conversion of the RSUs into Shares, the Participant shall execute and deliver to the Company such representations in writing... as may be requested by the Company in order for it to comply with the applicable requirements of Federal and state securities law. View More