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- 230920), including a prospectus, prospectus (the "Basic Prospectus"), relating to the Shares. Such debt securities to be issued from time to time by the Company. The Registration Statement (as d...efined below) is an "automatic shelf registration statement," as defined in Rule 405 of the Act, that automatically became effective not more than three years prior to the date hereof. The Company has also filed, or proposes to file, with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities (the "Prospectus Supplement"). The registration statement, as amended at the time it became becomes 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"; 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 Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales (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 Securities and the Company has filed an abbreviated registration statement pursuant term "Preliminary Prospectus" means the preliminary prospectus supplement, if any, specifically relating to Rule 462(b) under the Securities Act (the "Rule 462 together with the Basic Prospectus. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement"), then any reference Statement and the Prospectus. References 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, the Basic Prospectus, 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, therein. The terms "supplement," "amendment" and "amend" 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" used herein 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 by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the (the "Exchange Act") that subsequent to the date of this Underwriting Agreement which are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have For purposes of this Underwriting Agreement, the meanings given to such terms in term "Effective Time" means each effective date of the Registration Statement and with respect to the Prospectus. offering of Securities, as determined for purposes of Section 11 of the Securities Act. 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 4:00 P.M., New York City time, on October 21, May 26, 2020 (the "Time of Sale"), the Company will prepare certain information (collectively, the "Time of Sale Information") which information will include the Preliminary Prospectus and which will be identified in Schedule 2 hereto for such offering of Securities as constituting part of the Time of Sale Information. 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), (No. 333-209914), including a prospectus, prospectus (the "Basic Prospectus"), relating to the Shares. Such Securities. The Company has also filed, or proposes to file, with the Commission pursuant t...o Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities (the "Prospectus Supplement"). The registration statement, as amended at the time it became effective, of this Agreement, 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"), effectiveness, is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" "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 Basic Prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means (and any amendments thereto) as supplemented by the prospectus supplement specifically relating to the Securities 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 Securities and the Company has filed an abbreviated registration statement pursuant term "Preliminary Prospectus" means the preliminary prospectus supplement specifically relating to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference together with the Basic Prospectus. References 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, the Basic Prospectus, 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, therein. The terms "supplement," "amendment" and "amend" 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" used herein 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 by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the (the "Exchange Act") that subsequent to the date of this Agreement which are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have For purposes of this Agreement, the meanings given to such terms in term "Effective Time" means the effective date of the Registration Statement with respect to the offering of the Securities, as determined for the Company pursuant to Section 11 of the Securities Act and the Prospectus. Item 512 of Regulation S-K, as applicable. At or prior to 3:15 p.m. on March 13, 2018, the Applicable Time (as defined below), time when the first sale of the Securities was made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus Prospectus, dated October 20, 2020 March 13, 2018, and each "free-writing "free writing prospectus" (as defined pursuant to Rule 405 under of the Securities Act) listed on Annex A identified in Schedule 2 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), 333-248842), including a prospectus, prospectus (the "Base Prospectus"), relating to the Shares. Such shares of Stock which the Selling Stockholders may offer and sell, or facilitate the resale of fr...om time to time. The Company has also filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a final prospectus supplement relating specifically to the underwritten offering and sale of Shares pursuant to Rule 424(b) under the Securities Act (the "Prospectus Supplement"). The 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 any preliminary prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus supplement filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and relating specifically to the prospectus included in Shares, together with the Registration Statement at the time of its effectiveness that omits Rule 430 Information, Base Prospectus and the term "Prospectus" means the prospectus Base Prospectus as supplemented by the Prospectus Supplement relating specifically to the underwritten offering and sale of Shares 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 underwritten 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") Agreement to the Registration Statement, the Base Prospectus, 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 Base Prospectus, Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, 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 in item (b) of Annex A, A hereto, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, September 16, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on in item (a) of Annex A hereto. "Applicable Time" means 7:00 7:25 P.M., New York City time, on October 21, September 16, 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," as such term is defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-232488), 333-233668), including a prospectus, relating to the Shares. Securities and such registration statemen...t became effective upon filing with the Commission on September 9, 2019 in accordance with Rule 462(e). Such registration statement, as amended at as of the time it became effective, Effective Date (as defined below), including the Prospectus (as defined below), all exhibits thereto (excluding the Form T-1, except where otherwise stated) and the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at as of the time of its effectiveness Effective Date ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and "Effective Date" means the effective date of the Registration Statement pursuant to Rule 430B under the Securities Act for purposes of liability under Section 11 of the Securities Act of the Company or the Underwriters with respect to the offering of the Securities; "Base Prospectus" means the base prospectus filed as used herein, part of the term Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date hereof, relating to the Securities; "Preliminary Prospectus" means each the Base Prospectus, as supplemented by the preliminary prospectus included supplement specifically relating to the Securities, in such registration statement (and any amendments thereto) before effectiveness, any prospectus the form in which it has most recently been filed with the Commission pursuant to Rule 424(a) 424(b) under the Securities Act and provided to the prospectus included Representatives for use by the Underwriters in connection with the Registration Statement at offering of the time of its effectiveness that omits Rule 430 Information, and the term Securities; "Prospectus" means the Base Prospectus, as supplemented by the definitive prospectus supplement specifically relating to the Securities, in the form first used (or made available upon request of purchasers in which it is filed with the Commission 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) 424(b) under the Securities Act (the "Rule 462 Registration Statement"), then in accordance with Section 4(a) hereof, including any documents incorporated by reference herein to therein as of the term "Registration Statement" shall be deemed to include date of such Rule 462 Registration Statement. filing. 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 Effective Date 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 the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date Effective 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), As of 3:45 P.M., New York City time, on September 16, 2019 (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus Supplement, dated October 20, 2020 September 16, 2019, including all documents incorporated therein by reference, 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. B hereto as constituting part of the Time of Sale Information. 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), (No. 333-229713), including a prospectus, prospectus (the "Basic Prospectus"), relating to the Shares. Such Securities. The Company has also filed, or proposes to file, with the Commission pursuant t...o Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities (the "Prospectus Supplement"). The registration statement, as amended at the time it became effective, of this Agreement, 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"), effectiveness, is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" "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 Basic Prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means (and any amendments thereto) as supplemented by the prospectus supplement specifically relating to the Securities 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 Securities and the Company has filed an abbreviated registration statement pursuant term "Preliminary Prospectus" means the preliminary prospectus supplement specifically relating to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference together with the Basic Prospectus. References 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, the Basic Prospectus, 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, therein. The terms "supplement," "amendment" and "amend" 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" used herein 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 by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the (the "Exchange Act") that subsequent to the date of this Agreement which are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have For purposes of this Agreement, the meanings given to such terms in term "Effective Time" means the effective date of the Registration Statement with respect to the offering of the Securities, as determined for the Company pursuant to Section 11 of the Securities Act and the Prospectus. Item 512 of Regulation S-K, as applicable. At or prior to 5:00 p.m. on February 8, 2021, the Applicable Time (as defined below), time when the first sale of the Securities was made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus Prospectus, dated October 20, 2020 February 8, 2021, and each "free-writing "free writing prospectus" (as defined pursuant to Rule 405 under of the Securities Act) listed on Annex A identified in Schedule 2 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), 333-255094), including a preliminary 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"; Statement". The prospectus in the form in which it was filed with the Commission in connection with the initial filing of the Registration Statement is referred to herein as the "Base Prospectus". Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Shares and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is referred to herein as used herein, a "Preliminary Prospectus." Promptly after the term "Preliminary Prospectus" means each execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus included supplement to the Base Prospectus relating to the Shares in such registration statement (and any amendments thereto) before effectiveness, any accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(a) 424(b) under the Securities Act and is referred to herein as 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. "Prospectus". 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 or deemed 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 extent such information has not been superseded or the Prospectus shall be deemed to refer to modified in accordance with Form S-3 and include any documents filed after such date Rule 412 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. Act. 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, if any, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 January 27, 2022 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. hereto; and any "bona fide electronic roadshow," as defined in Rule 433 under the Securities Act. "Applicable Time" means 7:00 4:15 P.M., New York City time, on October 21, 2020. January 28, 2022. 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), 333-211568), 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 the prospectus dated July 26, 2016 included in such registration statement (and any amendments thereto) before effectiveness, any that omits Rule 430 Information and the preliminary prospectus supplement filed with the Commission pursuant to Rule 424(a) 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, on August 18, 2016, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.View More
Registration Statement. The An automatic shelf registration statement on Form S-3 (File No. 333-224828), as amended by the Post-Effective Amendment No. 1, filed by the Company with the Commission (as defined below) on November 20, 2018, including a prospectus (the prospectus filed as part of such registration statement is hereinafter referred to as the "Base Prospectus") relating to the Shares, has prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, a...s amended, amended (the "Securities Act"), and the rules and regulations of the Commission thereunder (collectively, promulgated thereunder, and has become effective under the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Securities Act. Such registration statement, as amended at the time it became effective, amended, 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 supplement relating to the Shares 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 the prospectus supplement dated February 26, 2019 to reflect the final terms of the Shares and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement to the Base Prospectus which describes the Shares and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "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 Preliminary Prospectus Prospectus, or the Prospectus shall be deemed to refer to and include the documents that were filed by the Company on or prior to the respective dates thereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder, and 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 Statement, or the date of such the Preliminary Prospectus or the Prospectus, as the case may be, be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any a Preliminary Prospectus Prospectus, or the Prospectus shall be deemed to refer to and include any documents filed after such date post-effective amendment thereto and the filing of any document 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 therein by reference therein. after the respective dates thereof. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. 2 At or prior to the Applicable Time (as defined below), time when sales of the Shares were first made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, "Time of Sale Information"): the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing "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. hereto as constituting part of the Time of Sale Information. View More
Registration Statement. The An automatic shelf registration statement on Form S-3 (File No. 333-224828), as amended by the Post-Effective Amendment No. 1, filed by the Company with the Commission (as defined below) on November 20, 2018, including a prospectus (the prospectus filed as part of such registration statement is hereinafter referred to as the "Base Prospectus") relating to the Shares, has prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, a...s amended, amended (the "Securities Act"), and the rules and regulations of the Commission thereunder (collectively, promulgated thereunder, and has become effective under the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Securities Act. Such registration statement, as amended at the time it became effective, amended, 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 supplement relating to the Shares 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 the prospectus supplement dated February 23, 2021 to reflect the final terms of the Shares and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement to the Base Prospectus which describes the Shares and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "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 Preliminary Prospectus Prospectus, or the Prospectus shall be deemed to refer to and include the documents that were filed by the Company on or prior to the respective dates thereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder, and 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 Statement, or the date of such the Preliminary Prospectus or the Prospectus, as the case may be, be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any a Preliminary Prospectus Prospectus, or the Prospectus shall be deemed to refer to and include any documents filed after such date post-effective amendment thereto and the filing of any document 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 therein by reference therein. after the respective dates thereof. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. 2 At or prior to the Applicable Time (as defined below), time when sales of the Shares were first made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, "Time of Sale Information"): the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing "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. hereto as constituting part of the Time of Sale Information. 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," as such term is defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-232488), 333-233668), including a prospectus, relating to the Shares. Securities and such registration statemen...t became effective upon filing with the Commission on September 9, 2019 in accordance with Rule 462(e). Such registration statement, as amended at as of the time it became effective, Effective Date (as defined below), including the Prospectus (as defined below), all exhibits thereto (excluding the Form T-1, except where otherwise stated) and the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at as of the time of its effectiveness Effective Date ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and "Effective Date" means the effective date of the Registration Statement pursuant to Rule 430B under the Securities Act for purposes of liability under Section 11 of the Securities Act of the Company or the Underwriters with respect to the offering of the Securities; "Base Prospectus" means the base prospectus filed as used herein, part of the term Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date hereof, relating to the Securities; "Preliminary Prospectus" means each the Base Prospectus, as supplemented by the preliminary prospectus included supplement specifically relating to the Securities, in such registration statement (and any amendments thereto) before effectiveness, any prospectus the form in which it has most recently been filed with the Commission pursuant to Rule 424(a) 424(b) under the Securities Act and provided to the prospectus included Representatives for use by the Underwriters in connection with the Registration Statement at offering of the time of its effectiveness that omits Rule 430 Information, and the term Securities; "Prospectus" means the Base Prospectus, as supplemented by the definitive prospectus supplement specifically relating to the Securities, in the form first used (or made available upon request of purchasers in which it is filed with the Commission 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) 424(b) under the Securities Act (the "Rule 462 Registration Statement"), then in accordance with Section 4(a) hereof, including any documents incorporated by reference herein to therein as of the term "Registration Statement" shall be deemed to include date of such Rule 462 Registration Statement. filing. 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 Effective Date 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 the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date Effective 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), As of 4.15 P.M., New York City time, on February 24, 2021 (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus Supplement, dated October 20, 2020 February 24, 2021, including all documents incorporated therein by reference, 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. B hereto as constituting part of the Time of Sale Information. View More
