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 meets the Securities and Exchange Commission (the "Commission") requirements for use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a "Act"). The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") an automatic shelf registration statement on Form S-3 (File No. 333-232488), 333-221518), including a prospectus..., prospectus relating to the Shares. Shares, which became effective upon filing with the Commission. 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 "Base 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 effectiveness, the term "Preliminary Prospectus" means each preliminary prospectus supplement specifically relating to the Shares, filed together with the Base Prospectus pursuant to Rule 430 Information, 424(b), and the term "Prospectus" "Final Prospectus" means the prospectus supplement, together with the Base 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 Shares, to be filed with the Company has filed an abbreviated registration statement pursuant to Rule 462(b) Commission in accordance with Rules 415 and 424(b) under the Securities Act (the "Rule 462 Registration Statement"), then any Act. 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 Final Prospectus or to any amendment or supplement to any of the foregoing documents 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 Final 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 Final 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 therein, and any supplements or amendments thereto, filed with the meanings given to such terms in Commission after the date of filing of the Registration Statement with the Commission and prior to the Prospectus. termination of the offering of the Shares by the Underwriter. 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, (collectively, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 November 13, 2017 (the "Pricing Prospectus"), the other information listed on Schedule 1 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. Issuer Free Writing Prospectus. As used in this Agreement: "Applicable Time" means 7:00 P.M., 4:30 P:M, New York City time, on October 21, 2020. the date of this Agreement. "Issuer Free Writing Prospectus" means any "free writing prospectus," as defined in Rule 433 under the Act, relating to the Shares in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) under the Act. "General Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is identified on Annex B to this Agreement. "Limited Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus. View More
Registration Statement. The Company A registration statement on Form S-3 (Registration No. 333-209122), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been 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 and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement 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) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part 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 such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary 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 Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 January 5, 2017, 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 A registration statement on Form S-3 (Registration No. 333-229396), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been 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 and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement 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) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part 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 such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary 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 Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 January 5, 2021, 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 meets the Securities and Exchange Commission (the "Commission") requirements for use of Form S- 3 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a "Act"). The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") an automatic shelf registration statement on Form S-3 (File No. 333-232488), 333-255917), including a prospectu...s, prospectus relating to the Shares. Shares, which became effective upon filing with the Commission. 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 "Base 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 effectiveness, the term "Preliminary Prospectus" means each preliminary prospectus supplement specifically relating to the Shares, filed together with the Base Prospectus pursuant to Rule 430 Information, 424(b), and the term "Prospectus" "Final Prospectus" means the prospectus supplement, together with the Base 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 Shares, to be filed with the Company has filed an abbreviated registration statement pursuant to Rule 462(b) Commission in accordance with Rules 415 and 424(b) under the Securities Act (the "Rule 462 Registration Statement"), then any Act. 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 Final Prospectus or to any amendment or supplement to any of the foregoing documents 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 Final 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 Final 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 therein, and any supplements or amendments thereto, filed with the meanings given to such terms in Commission after the date of filing of the Registration Statement with the Commission and prior to the Prospectus. termination of the offering of the Shares by the Underwriters. 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, (collectively, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 June 24, 2021 (the "Pricing Prospectus"), the pricing term sheet set forth on Schedule 1 hereto and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed other Issuer Free Writing Prospectus, if any, set forth on Annex A B hereto. As used in this Agreement: "Applicable Time" means 7:00 P.M., 8:20 PM, New York City time, on October 21, 2020. the date of this Agreement. "General Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is set forth on Annex B hereto. "Issuer Free Writing Prospectus" means any "free writing prospectus," as defined in Rule 433 under the Act, relating to the Shares in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) under the Act. "Limited Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus. 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), 333-200663), including a prospectus, relating prospectus ("Base Prospectus") to be used in connection with the Shares. public offering and sale from time to time of the debt securities of the Company.... Such registration statement, as amended at as of the time it became effective, date hereof, 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"; any preliminary prospectus supplement to the Base Prospectus that describes the Securities and as the offering thereof and is used herein, prior to the filing of the Prospectus is called, together with the Base Prospectus, a "Preliminary Prospectus"; and the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement relating to the Securities, together with the Commission Base Prospectus, that is first filed pursuant to Rule 424(a) 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by 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. parties hereto. Any reference in this underwriting agreement (this "Agreement") 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, be and any reference to "amend," "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 The term "Pricing Disclosure Package"): a Package" shall mean (i) the Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" December 2, 2014, (ii) the Final Term Sheet (as defined pursuant to herein), (iii) any other issuer free writing prospectuses as defined in Rule 405 433 under the Securities Act) listed Act (each, an "Issuer Free Writing Prospectus"), if any, identified on Annex A hereto. Schedule 4 hereto and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package. "Applicable Time" means 7:00 3:50 P.M., New York City time, on October 21, 2020. December 2, 2014. View More
Registration Statement. The Company A registration statement on Form S-3 (Registration No. 333-262384), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been 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 and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement 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) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part 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 such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary 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 Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 March 7, 2022, 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 A registration statement on Form S-3 (Registration No. 333-229396), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been 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 and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement 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) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part 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 such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary 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 Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 June 12, 2019, 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 A registration statement on Form S-3 (Registration No. 333-262384), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been 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 and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement 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) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part 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 such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary 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 Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 March 8, 2022, 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 A registration statement on Form S-3 (Registration No. 333-209122), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been 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 and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement 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) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part 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 such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary 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 Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 August 8, 2016, 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 A registration statement on Form S-3 (Registration No. 333-209122), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been 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 and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement 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) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part 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 such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by a prospectus supplement to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as a "Preliminary 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 Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 March 8, 2016, 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
