Registration Statement Clause Example with 1,061 Variations from Business Contracts
This page contains Registration Statement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Registration Statement" Clause from Business Contracts
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), 333-248782), including a prospectus, relating to the Shares. Units and the Warrants and shares of Common Stock included therein. Such registration statement, as amended at the time it became effectiv...e, 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. Units. 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. 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), 333-_____), including a prospectus, relating to the Shares. Units and the Warrants and shares of Common Stock included therein. 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. Units. 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. _________, 2021. "Applicable Time" means 7:00 5:00 P.M., New York City time, on October 21, 2020. ________, 2021. View More
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), 333-_______), including a prospectus, relating to the Shares. Units and the Warrants and shares of Common Stock included therein. Such registration statement, as amended at the time it became effecti...ve, 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. Units. 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., [*] A.M., New York City time, on October 21, _______, 2020. View More
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 an "automatic shelf registration statement statement" on Form S-3 N-2 (File No. 333-232488), including a prospectus, 333-239775), relating to the Shares. Such Securities and certain of the Company's other securities, which registration statement, as amended... statement became effective upon filing with the Commission on July 9, 2020. The Company has also prepared and filed with the Commission a preliminary prospectus supplement dated December 1, 2020 (the "Preliminary Prospectus Supplement"), which contains a base prospectus, dated July 9, 2020 (the "Base Prospectus," and together with the Preliminary Prospectus Supplement, the "Preliminary Prospectus"). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B ("Rule 430B") promulgated under the Securities Act and Rule 424 ("Rule 424") promulgated under the Securities Act. The information, if any, included or incorporated by reference in such prospectus that was omitted from such registration statement at the time it became effective, including the information, if any, effective but that is deemed to be part of such registration statement pursuant to Rule 430A, 430B or 430C is referred to as "Rule 430B Information." Unless the context otherwise requires, such registration statement, including all documents filed as a part thereof and any Rule 430B Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be part of the registration statement at and also including any registration statement filed pursuant to Rule 462(b) promulgated under the time of its effectiveness ("Rule 430 Information"), Securities Act (the "Rule 462(b) Registration Statement"), is referred to herein as called the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each Statement." The final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus to be filed with the Commission pursuant to Rule 424(a) under 424 after the Securities Act Applicable Time (as defined below) and to be used to confirm sales, which will include the Base Prospectus together with a final prospectus included in supplement (the "Prospectus Supplement"), is hereinafter referred to as 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 "Prospectus." 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 the Preliminary Prospectus or and the Prospectus shall be deemed to refer to and include the all documents incorporated by reference therein pursuant to Item 12 the rules of Form S-3 the Commission promulgated under the Securities Act, as of the effective date of Act. All references in this Agreement to amendments or supplements to the Registration Statement or the date Prospectus, including those made pursuant to Rule 424 under the Securities Act or such other rule under the Securities Act as may be applicable to the Company, shall be deemed to mean and include, without limitation, the filing of such Preliminary Prospectus any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which is or is deemed to be incorporated by reference in or otherwise deemed under the rules of the Commission promulgated thereunder or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, and as of any reference specified date. A Form N-54A Notification of Election to "amend," "amendment" or "supplement" with respect be Subject to Sections 55 through 65 of 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 Investment Company Act of 1934, 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange "Investment Company Act") that are deemed filed pursuant to be incorporated by reference therein. Capitalized terms used but not defined herein shall have Section 54(a) of the meanings given to such terms in Investment Company Act (File No. 814-01190) (the "Notification of Election") was filed under the Registration Statement Investment Company Act with the Commission on March 3, 2016. The Company has entered into a Second Amended and Restated Investment Advisory Agreement, dated as of March 31, 2020 (the "Investment Management Agreement"), with Owl Rock Capital Advisors LLC, a Delaware limited liability company registered as an investment adviser (the "Adviser") under the Investment Advisers Act of 1940, as amended, and the Prospectus. rules and regulations thereunder (the "Advisers Act"). The Company has also entered into an Administration Agreement, dated as of March 1, 2016 (the "Administration Agreement"), with the Adviser. 2 At or prior to the Applicable Time (as defined below), Time, the Company had prepared the following information (collectively Preliminary Prospectus, which together with the pricing information set forth on Annex A, Schedule 2 hereto, comprises 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. Package." "Applicable Time" means 7:00 2:45 P.M., New York City time, on October 21, December 1, 2020. "Testing-the-Waters Communication" means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. View More
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 an "automatic shelf registration statement statement" on Form S-3 N-2 (File No. 333-232488), including a prospectus, 333-239775), relating to the Shares. Such Securities and certain of the Company's other securities, which registration statement, as amended... statement became effective upon filing with the Commission on July 9, 2020. The Company has also prepared and filed with the Commission a preliminary prospectus supplement dated June 4, 2021 (the "Preliminary Prospectus Supplement"), which contains a base prospectus, dated July 9, 2020 (the "Base Prospectus," and together with the Preliminary Prospectus Supplement, the "Preliminary Prospectus"). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B ("Rule 430B") promulgated under the Securities Act and Rule 424 ("Rule 424") promulgated under the Securities Act. The information, if any, included or incorporated by reference in such prospectus that was omitted from such registration statement at the time it became effective, including the information, if any, effective but that is deemed to be part of such registration statement pursuant to Rule 430A, 430B or 430C is referred to as "Rule 430B Information." Unless the context otherwise requires, such registration statement, including all documents filed as a part thereof and any Rule 430B Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be part of the registration statement at and also including any registration statement filed pursuant to Rule 462(b) promulgated under the time of its effectiveness ("Rule 430 Information"), Securities Act (the "Rule 462(b) Registration Statement"), is referred to herein as called the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each Statement." The final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus to be filed with the Commission pursuant to Rule 424(a) under 424 after the Securities Act Applicable Time (as defined below) and to be used to confirm sales, which will include the Base Prospectus together with a final prospectus included in supplement (the "Prospectus Supplement"), is hereinafter referred to as 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 "Prospectus." 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 the Preliminary Prospectus or and the Prospectus shall be deemed to refer to and include the all documents incorporated by reference therein pursuant to Item 12 the rules of Form S-3 the Commission promulgated under the Securities Act, as of the effective date of Act. All references in this Agreement to amendments or supplements to the Registration Statement or the date Prospectus, including those made pursuant to Rule 424 under the Securities Act or such other rule under the Securities Act as may be applicable to the Company, shall be deemed to mean and include, without limitation, the filing of such Preliminary Prospectus any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which is or is deemed to be incorporated by reference in or otherwise deemed under the rules of the Commission promulgated thereunder or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, and as of any reference specified date. A Form N-54A Notification of Election to "amend," "amendment" or "supplement" with respect be Subject to Sections 55 through 65 of 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 Investment Company Act of 1934, 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange "Investment Company Act") that are deemed filed pursuant to be incorporated by reference therein. Capitalized terms used but not defined herein shall have Section 54(a) of the meanings given to such terms in Investment Company Act (File No. 814-01190) (the "Notification of Election") was filed under the Registration Statement Investment Company Act with the Commission on March 3, 2016. The Company has entered into a Third Amended and Restated Investment Advisory Agreement, dated as of May 18, 2021 (the "Investment Management Agreement"), with Owl Rock Capital Advisors LLC, a Delaware limited liability company registered as an investment adviser (the "Adviser") under the Investment Advisers Act of 1940, as amended, and the Prospectus. rules and regulations thereunder (the "Advisers Act"). The Company has also entered into an Amended and Restated Administration Agreement, dated as of May 18, 2021 (the "Administration Agreement"), with the Adviser. 2 At or prior to the Applicable Time (as defined below), Time, the Company had prepared the following information (collectively Preliminary Prospectus, which together with the pricing information set forth on Annex A, Schedule 2 hereto, comprises 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. Package." "Applicable Time" means 7:00 3:05 P.M., New York City time, on October 21, 2020. June 4, 2021. "Testing-the-Waters Communication" means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. View More
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 an "automatic shelf registration statement statement" on Form S-3 N-2 (File No. 333-232488), including a prospectus, 333-239775), relating to the Shares. Such Securities and certain of the Company's other securities, which registration statement, as amended... statement became effective upon filing with the Commission on July 9, 2020. The Company has also prepared and filed with the Commission a preliminary prospectus supplement dated April 19, 2021 (the "Preliminary Prospectus Supplement"), which contains a base prospectus, dated July 9, 2020 (the "Base Prospectus," and together with the Preliminary Prospectus Supplement, the "Preliminary Prospectus"). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B ("Rule 430B") promulgated under the Securities Act and Rule 424 ("Rule 424") promulgated under the Securities Act. The information, if any, included or incorporated by reference in such prospectus that was omitted from such registration statement at the time it became effective, including the information, if any, effective but that is deemed to be part of such registration statement pursuant to Rule 430A, 430B or 430C is referred to as "Rule 430B Information." Unless the context otherwise requires, such registration statement, including all documents filed as a part thereof and any Rule 430B Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be part of the registration statement at and also including any registration statement filed pursuant to Rule 462(b) promulgated under the time of its effectiveness ("Rule 430 Information"), Securities Act (the "Rule 462(b) Registration Statement"), is referred to herein as called the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each Statement." The final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus to be filed with the Commission pursuant to Rule 424(a) under 424 after the Securities Act Applicable Time (as defined below) and to be used to confirm sales, which will include the Base Prospectus together with a final prospectus included in supplement (the "Prospectus Supplement"), is hereinafter referred to as 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 "Prospectus." 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 the Preliminary Prospectus or and the Prospectus shall be deemed to refer to and include the all documents incorporated by reference therein pursuant to Item 12 the rules of Form S-3 the Commission promulgated under the Securities Act, as of the effective date of Act. All references in this Agreement to amendments or supplements to the Registration Statement or the date Prospectus, including those made pursuant to Rule 424 under the Securities Act or such other rule under the Securities Act as may be applicable to the Company, shall be deemed to mean and include, without limitation, the filing of such Preliminary Prospectus any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which is or is deemed to be incorporated by reference in or otherwise deemed under the rules of the Commission promulgated thereunder or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, and as of any reference specified date. A Form N-54A Notification of Election to "amend," "amendment" or "supplement" with respect be Subject to Sections 55 through 65 of 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 Investment Company Act of 1934, 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange "Investment Company Act") that are deemed filed pursuant to be incorporated by reference therein. Capitalized terms used but not defined herein shall have Section 54(a) of the meanings given to such terms in Investment Company Act (File No. 814-01190) (the "Notification of Election") was filed under the Registration Statement Investment Company Act with the Commission on March 3, 2016. The Company has entered into a Second Amended and Restated Investment Advisory Agreement, dated as of March 31, 2020 (the "Investment Management Agreement"), with Owl Rock Capital Advisors LLC, a Delaware limited liability company registered as an investment adviser (the "Adviser") under the Investment Advisers Act of 1940, as amended, and the Prospectus. rules and regulations thereunder (the "Advisers Act"). The Company has also entered into an Administration Agreement, dated as of March 1, 2016 (the "Administration Agreement"), with the Adviser. At or prior to the Applicable Time (as defined below), Time, the Company had prepared the following information (collectively Preliminary Prospectus, which together with the pricing information set forth on Annex A, Schedule 2 hereto, comprises 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. Package." "Applicable Time" means 7:00 4:10 P.M., New York City time, on October 21, 2020. April 19, 2021. "Testing-the-Waters Communication" means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. View More
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 an "automatic shelf registration statement statement" on Form S-3 N-2 (File No. 333-232488), including a prospectus, 333-239775), relating to the Shares. Such Securities and certain of the Company's other securities, which registration statement, as amended... statement became effective upon filing with the Commission on July 9, 2020. The Company has also prepared and filed with the Commission a preliminary prospectus supplement dated August 10, 2021 (the "Preliminary Prospectus Supplement"), which contains a base prospectus, dated July 9, 2020 (the "Base Prospectus," and together with the Preliminary Prospectus Supplement, the "Preliminary Prospectus"). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B ("Rule 430B") promulgated under the Securities Act and Rule 424 ("Rule 424") promulgated under the Securities Act. The information, if any, included or incorporated by reference in such prospectus that was omitted from such registration statement at the time it became effective, including the information, if any, effective but that is deemed to be part of such registration statement pursuant to Rule 430A, 430B or 430C is referred to as "Rule 430B Information." Unless the context otherwise requires, such registration statement, including all documents filed as a part thereof and any Rule 430B Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be part of the registration statement at and also including any registration statement filed pursuant to Rule 462(b) promulgated under the time of its effectiveness ("Rule 430 Information"), Securities Act (the "Rule 462(b) Registration Statement"), is referred to herein as called the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each Statement." The final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus to be filed with the Commission pursuant to Rule 424(a) under 424 after the Securities Act Applicable Time (as defined below) and to be used to confirm sales, which will include the Base Prospectus together with a final prospectus included in supplement (the "Prospectus Supplement"), is hereinafter referred to as 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 "Prospectus." 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 the Preliminary Prospectus or and the Prospectus shall be deemed to refer to and include the all documents incorporated by reference therein pursuant to Item 12 the rules of Form S-3 the Commission promulgated under the Securities Act, as of the effective date of Act. All references in this Agreement to amendments or supplements to the Registration Statement or the date Prospectus, including those made pursuant to Rule 424 under the Securities Act or such other rule under the Securities Act as may be applicable to the Company, shall be deemed to mean and include, without limitation, the filing of such Preliminary Prospectus any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which is or is deemed to be incorporated by reference in or otherwise deemed under the rules of the Commission promulgated thereunder or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, and as of any reference specified date. A Form N-54A Notification of Election to "amend," "amendment" or "supplement" with respect be Subject to Sections 55 through 65 of 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 Investment Company Act of 1934, 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange "Investment Company Act") that are deemed filed pursuant to be incorporated by reference therein. Capitalized terms used but not defined herein shall have Section 54(a) of the meanings given to such terms in Investment Company Act (File No. 814-01190) (the "Notification of Election") was filed under the Registration Statement Investment Company Act with the Commission on March 3, 2016. 2 The Company has entered into a Third Amended and Restated Investment Advisory Agreement, dated as of May 18, 2021 (the "Investment Management Agreement"), with Owl Rock Capital Advisors LLC, a Delaware limited liability company registered as an investment adviser (the "Adviser") under the Investment Advisers Act of 1940, as amended, and the Prospectus. rules and regulations thereunder (the "Advisers Act"). The Company has also entered into an Amended and Restated Administration Agreement, dated as of May 18, 2021 (the "Administration Agreement"), with the Adviser. At or prior to the Applicable Time (as defined below), Time, the Company had prepared the following information (collectively Preliminary Prospectus, which together with the pricing information set forth on Annex A, Schedule 2 hereto, comprises 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. Package." "Applicable Time" means 7:00 4:00 P.M., New York City time, on October 21, 2020. August 10, 2021. "Testing-the-Waters Communication" means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. View More
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), 333-236658), including a prospectus, relating to certain securities (the "Shelf Securities"), including the Shares. Such Securities, to be issued from time to time by the Company. The registration st...atement, statement as amended at to the time it became effective, date of this Underwriting Agreement (the "Agreement"), including the information, if any, 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) 430A or Rule 430B under the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter referred to as the "Registration Statement," and the related prospectus included in covering the Registration Statement at Shelf Securities dated February 26, 2020 is hereinafter referred to as the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means "Basic Prospectus." The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available upon request to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales is hereinafter referred to as the "Prospectus," and the term "preliminary prospectus" means any preliminary form of the Shares. If Prospectus including the Company preliminary prospectus supplement relating to the Securities dated August 4, 2022 (the "Preliminary Prospectus"). For purposes of this Agreement, "free writing prospectus" has filed an abbreviated registration statement pursuant to the meaning set forth in Rule 462(b) 405 under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to Act. As used herein, the term terms "Registration Statement" Statement," "Basic Prospectus," "preliminary prospectus," "Pricing Disclosure Package" (as defined below) and "Prospectus" 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 documents, if any, 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, Applicable Time (as defined below). The terms "supplement," "amendment," and "amend" as the case may be, and any reference to "amend," "amendment" or "supplement" used herein with respect to the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package, any Preliminary Prospectus preliminary prospectus or the Prospectus shall be deemed to refer to and include any all documents filed after such date under by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the amended (the "Exchange Act") Act"), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have therein after the meanings given to such terms in the Registration Statement and the Prospectus. Applicable Time. At or prior to 2:45 p.m., New York City time, on August 4, 2022, the Applicable Time (as defined below), time when sales of the Securities were first made (the "Applicable Time"), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, (collectively, the "Pricing Disclosure Package"): a the Preliminary Prospectus dated October 20, 2020 August 4, 2022, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) free-writing prospectus listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.View More
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), 333-236658), including a prospectus, relating to certain securities (the "Shelf Securities"), including the Shares. Such Securities, to be issued from time to time by the Company. The registration st...atement, statement as amended at to the time it became effective, date of this Underwriting Agreement (the "Agreement"), including the information, if any, 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) 430A or Rule 430B under the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter referred to as the "Registration Statement," and the related prospectus included in covering the Registration Statement at Shelf Securities dated February 26, 2020 is hereinafter referred to as the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means "Basic Prospectus." The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available upon request to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales is hereinafter referred to as the "Prospectus," and the term "preliminary prospectus" means any preliminary form of the Shares. If Prospectus including the Company preliminary prospectus supplement relating to the Securities dated April 29, 2020 (the "Preliminary Prospectus"). For purposes of this Agreement, "free writing prospectus" has filed an abbreviated registration statement pursuant to the meaning set forth in Rule 462(b) 405 under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to Act. As used herein, the term terms "Registration Statement" Statement," "Basic Prospectus," "preliminary prospectus," "Pricing Disclosure Package" (as defined below) and "Prospectus" 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 documents, if any, 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, Applicable Time (as defined below). The terms "supplement," "amendment," and "amend" as the case may be, and any reference to "amend," "amendment" or "supplement" used herein with respect to the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package, any Preliminary Prospectus preliminary prospectus or the Prospectus shall be deemed to refer to and include any all documents filed after such date under by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the amended (the "Exchange Act") Act"), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have therein after the meanings given to such terms in the Registration Statement and the Prospectus. Applicable Time. At or prior to 2:15 p.m., New York City time, on April 29, 2020, the Applicable Time (as defined below), time when sales of the Securities were first made (the "Applicable Time"), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, (collectively, the "Pricing Disclosure Package"): a the Preliminary Prospectus dated October 20, 2020 April 29, 2020, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) free-writing prospectus listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.View More
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), 333-218383), including a prospectus, relating to certain securities (the "Shelf Securities"), including the Shares. Such Securities, to be issued from time to time by the Company. The registration st...atement, statement as amended at to the time it became effective, date of this Underwriting Agreement (the "Agreement"), including the information, if any, 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) 430A or Rule 430B under the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter referred to as the "Registration Statement," and the related prospectus included in covering the Registration Statement at Shelf Securities dated May 31, 2017 is hereinafter referred to as the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means "Basic Prospectus." The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available upon request to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales is hereinafter referred to as the "Prospectus," and the term "preliminary prospectus" means any preliminary form of the Shares. If Prospectus including the Company preliminary prospectus supplement relating to the Securities dated November 1, 2018 (the "Preliminary Prospectus"). For purposes of this Agreement, "free writing prospectus" has filed an abbreviated registration statement pursuant to the meaning set forth in Rule 462(b) 405 under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to Act. As used herein, the term terms "Registration Statement" Statement," "Basic Prospectus," "preliminary prospectus," "Pricing Disclosure Package" (as defined below) and "Prospectus" 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 documents, if any, 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, Applicable Time (as defined below). The terms "supplement," "amendment," and "amend" as the case may be, and any reference to "amend," "amendment" or "supplement" used herein with respect to the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package, any Preliminary Prospectus preliminary prospectus or the Prospectus shall be deemed to refer to and include any all documents filed after such date under by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the amended (the "Exchange Act") Act"), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have therein after the meanings given to such terms in the Registration Statement and the Prospectus. Applicable Time. At or prior to 2:35 p.m., New York City time, on November 1, 2018, the Applicable Time (as defined below), time when sales of the Securities were first made (the "Applicable Time"), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, (collectively, the "Pricing Disclosure Package"): a the Preliminary Prospectus dated October 20, 2020 November 1, 2018, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) free-writing prospectus listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.View More
