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), 333-236658), including a prospectus, relating to certain securities (the "Shelf Securities"), including the Shares. Such Securities, to be issued from time to time by the Company. The registration st...atement, statement as amended at to the time it became effective, date of this Underwriting Agreement (the "Agreement"), including the information, if any, information (if any) deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 430A or Rule 430B under the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter referred to as the "Registration Statement," and the related prospectus included in covering the Registration Statement at Shelf Securities dated February 26, 2020 is hereinafter referred to as the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means "Basic Prospectus." The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form first made available upon request to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales is hereinafter referred to as the "Prospectus," and the term "preliminary prospectus" means any preliminary form of the Shares. If Prospectus including the Company preliminary prospectus supplement relating to the Securities dated March 8, 2021 (the "Preliminary Prospectus"). For purposes of this Agreement, "free writing prospectus" has filed an abbreviated registration statement pursuant to the meaning set forth in Rule 462(b) 405 under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to Act. As used herein, the term terms "Registration Statement" Statement," "Basic Prospectus," "preliminary prospectus," "Pricing Disclosure Package" (as defined below) and "Prospectus" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents documents, if any, incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, Applicable Time (as defined below). The terms "supplement," "amendment," and "amend" as the case may be, and any reference to "amend," "amendment" or "supplement" used herein with respect to the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package, any Preliminary Prospectus preliminary prospectus or the Prospectus shall be deemed to refer to and include any all documents filed after such date under by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the amended (the "Exchange Act") Act"), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have therein after the meanings given to such terms in the Registration Statement and the Prospectus. Applicable Time. At or prior to 5:00 p.m., New York City time, on March 8, 2021, the Applicable Time (as defined below), time when sales of the Securities were first made (the "Applicable Time"), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, (collectively, the "Pricing Disclosure Package"): a the Preliminary Prospectus dated October 20, 2020 March 8, 2021, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) free-writing prospectus listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended, amended (the "Securities Act"), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will ...file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission thereunder (collectively, under the "Securities Act"), a Securities Act and paragraph (b) of Rule 424 ("Rule 424(b)") under the Securities Act. The information included in such prospectus that was omitted from such 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, effective but that is deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the such registration statement at the time it became effective pursuant to paragraph (b) of its effectiveness ("Rule 430 Information"), Rule 430A is referred to herein as the "Registration Statement"; and as "Rule 430A Information." Each prospectus used herein, the term "Preliminary Prospectus" means each prospectus included in before such registration statement (and any amendments thereto) before effectiveness, became effective, and any prospectus filed with that omitted the Commission pursuant Rule 430A Information that was used after such effectiveness and prior to Rule 424(a) under the Securities Act execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the prospectus included in amendments thereto, the Registration Statement exhibits and any schedules thereto, if any, at the time of its effectiveness that omits it became effective and including the Rule 430 Information, and 430A Information is herein called 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." Any registration statement filed pursuant to Rule 462(b) under the Securities Act (the is herein referred to as the "Rule 462 462(b) Registration Statement"), then any reference herein to Statement," and after such filing the term "Registration Statement" shall be deemed to include such the Rule 462 462(b) Registration Statement. Any reference The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the "Prospectus." For purposes of this underwriting agreement (this "Agreement") Agreement, all references to the Registration Statement, any Preliminary preliminary prospectus, the Prospectus or any amendment or supplement to any of the Prospectus foregoing shall be deemed to refer to and include the documents incorporated by reference therein copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). The term "General Disclosure Package" shall mean the Securities Act, following documents, all considered together: (i) the preliminary prospectus, if any, used most recently prior to the date and time as of the effective date of which the Registration Statement or was declared effective by the date of such Preliminary Commission, (ii) any Issuer Free Writing 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 below) identified in Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 A hereto, and each "free-writing (iii) any other "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. that the parties hereto shall hereafter expressly agree in writing to treat as part of the General Disclosure Package. "Applicable Time" means 7:00 P.M., New York City time, shall mean [10:00] [a.m.] Eastern Time on October 21, 2020. the date of execution and delivery of this Agreement. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended, amended (the "Securities Act"), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will ...file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission thereunder (collectively, under the "Securities Act"), a Securities Act and paragraph (b) of Rule 424 ("Rule 424(b)") under the Securities Act. The information included in such prospectus that was omitted from such 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, effective but that is deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the such registration statement at the time it became effective pursuant to paragraph (b) of its effectiveness ("Rule 430 Information"), Rule 430A is referred to herein as the "Registration Statement"; and as "Rule 430A Information." Each prospectus used herein, the term "Preliminary Prospectus" means each prospectus included in before such registration statement (and any amendments thereto) before effectiveness, became effective, and any prospectus filed with that omitted the Commission pursuant Rule 430A Information that was used after such effectiveness and prior to Rule 424(a) under the Securities Act execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the prospectus included in amendments thereto, the Registration Statement exhibits and any schedules thereto, if any, at the time of its effectiveness that omits it became effective and including the Rule 430 Information, and 430A Information is herein called 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." Any registration statement filed pursuant to Rule 462(b) under the Securities Act (the is herein referred to as the "Rule 462 462(b) Registration Statement"), then any reference herein to Statement," and after such filing the term "Registration Statement" shall be deemed to include such the Rule 462 462(b) Registration Statement. Any reference The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the "Prospectus." For purposes of this underwriting agreement (this "Agreement") Agreement, all references to the Registration Statement, any Preliminary preliminary prospectus, the Prospectus or any amendment or supplement to any of the Prospectus foregoing shall be deemed to refer to and include the documents incorporated by reference therein copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). The term "General Disclosure Package" shall mean the Securities Act, following documents, all considered together: (i) the preliminary prospectus, if any, used most recently prior to the date and time as of the effective date of which the Registration Statement or was declared effective by the date of such Preliminary Commission, (ii) any Issuer Free Writing 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 below) identified in Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 A hereto, and each "free-writing (iii) any other "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. that the parties hereto shall hereafter expressly agree in writing to treat as part of the General Disclosure Package. "Applicable Time" means 7:00 P.M., New York City time, shall mean [10:00 [a.m.] Eastern Time on October 21, 2020. the date of execution and delivery of this Agreement. 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 automatically effective shelf registration statement on Form S-3 S-3ASR (File No. 333-232488), 333-203388), which contains a base prospectus ("Base Prospectus"), to be used in connection with the public offering and sale of debt securities, including a p...rospectus, relating the Securities, and other securities of the Company under the Securities Act, from time to time in accordance with Rule 415 under the Shares. Securities Act. Such registration statement, as amended at including the time financial statements, exhibits and schedules thereto, in the form in which it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C effective under the Securities Act Act, including any required information deemed to be a part of the registration statement thereof at the time of its effectiveness ("Rule 430 Information"), pursuant to Rule 430B under the Securities Act, is referred to herein as called the "Registration Statement"; and as used herein, the Statement." The term "Preliminary Prospectus" means each any preliminary prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus supplement relating to the Securities, together with the Base Prospectus, that is first 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 Act. The term "Prospectus" means the final prospectus in supplement relating to the form Securities, together with the Base Prospectus, that is first used (or made available upon request of purchasers 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 any reference herein to after the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. date and time that this Agreement is executed by the 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, 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 As used in this Agreement: "Applicable Time" means 4:00 p.m., Eastern time, on the date of this Agreement or such other time as agreed upon by the Company and the Underwriter. "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433 of the Securities Act relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a "road show that is a written communication" within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case 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), or any Issuer-Represented General Free Writing Prospectus. "Issuer-Represented General Free Writing Prospectus" means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Annex A hereto. "Pricing Disclosure Package" means, as of the Applicable Time, the Pricing Term Sheet, the Issuer-Represented General Free Writing Prospectus issued at or prior to the Applicable Time (as defined below), and the Company had prepared most recent Preliminary Prospectus furnished to the following information (collectively with Underwriter for general distribution to the pricing information investors, all considered together. "Pricing Term Sheet" means the final term sheet in the form set forth on Annex A, Schedule I hereto, reflecting the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under final terms of the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. Securities. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-218952), including the related preliminary prospectus covering the registration of the Shares (other than the Shares to be issued to the Standby Investor) under the Securities Act of 1933, as amended, amended (the "Securities Act"), which registration statement has been declared effective by the Commission in such form under the Securities Act. Afte...r execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission thereunder (collectively, under the "Securities Act"), a Securities Act and paragraph (b) of Rule 424 ("Rule 424(b)") under the Securities Act. The information included in such prospectus that was omitted from such 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, effective but that is deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the such registration statement at the time it became effective pursuant to paragraph (b) of its effectiveness ("Rule 430 Information"), Rule 430A is referred to herein as the "Registration Statement"; and as "Rule 430A Information." Each prospectus used herein, the term "Preliminary Prospectus" means each prospectus included in before such registration statement (and any amendments thereto) before effectiveness, became effective, and any prospectus filed with that omitted the Commission pursuant Rule 430A Information that was used after such effectiveness and prior to Rule 424(a) under the Securities Act execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the prospectus included in amendments thereto, the Registration Statement exhibits and any schedules thereto, if any, at the time of its effectiveness that omits it became effective and including the Rule 430 Information, and 430A Information is herein called 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." Any registration statement filed pursuant to Rule 462(b) under the Securities Act (the is herein referred to as the "Rule 462 462(b) Registration Statement"), then any reference herein to Statement," and after such filing the term "Registration Statement" shall be deemed to include such the Rule 462 462(b) Registration Statement. Any reference The final prospectus, including the documents incorporated by reference, in the form first furnished to the Agent for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the "Prospectus." For purposes of this underwriting agreement (this "Agreement") Agreement, all references to the Registration Statement, any Preliminary preliminary prospectus, the Prospectus or any amendment or supplement to any of the Prospectus foregoing shall be deemed to refer to and include the documents incorporated by reference therein copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). 2 The term "General Disclosure Package" shall mean the Securities Act, following documents, all considered together: (i) the preliminary prospectus, if any, used most recently prior to the date and time as of the effective date of which the Registration Statement or was declared effective by the date of such Preliminary Commission, (ii) any Issuer Free Writing 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 below) identified in Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 A hereto, and each "free-writing (iii) any other "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. that the parties hereto shall hereafter expressly agree in writing to treat as part of the General Disclosure Package. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. each and every day when a potential purchaser submitted a subscription or otherwise committed to purchase Shares. 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 "shelf registration statement statement" on Form S-3 N-2 (File No. 333-232488), including a prospectus, 333-257818), relating to the Shares. Such Securities and certain of the Company's other securities, which registration statement, as amended statement ha...s been declared effective by the Commission on August 12, 2021. The Company has also prepared and filed with the Commission a preliminary prospectus supplement dated August 19, 2021 (the "Preliminary Prospectus Supplement"), which contains a base prospectus, dated August 12, 2021 (the "Base Prospectus," and together with the Preliminary Prospectus Supplement, the "Preliminary Prospectus"). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B ("Rule 430B") promulgated under the Securities Act and Rule 424 ("Rule 424") promulgated under the Securities Act. The information, if any, included or incorporated by reference in such prospectus that was omitted from such registration statement at the time it became effective, including the information, if any, effective but that is deemed to be part of such registration statement pursuant to Rule 430A, 430B or 430C is referred to as "Rule 430B Information." Unless the context otherwise requires, such registration statement, including all documents filed as a part thereof and any Rule 430B Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be part of the registration statement at and also including any registration statement filed pursuant to Rule 462(b) promulgated under the time of its effectiveness ("Rule 430 Information"), Securities Act (the "Rule 462(b) Registration Statement"), is referred to herein as called the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each Statement." The final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus to be filed with the Commission pursuant to Rule 424(a) under 424 after the Securities Act Applicable Time (as defined below) and to be used to confirm sales, which will include the Base Prospectus together with a final prospectus included in supplement (the "Prospectus Supplement"), is hereinafter referred to as the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any "Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Preliminary Prospectus or and the Prospectus shall be deemed to refer to and include the all documents incorporated by reference therein pursuant to Item 12 the rules of Form S-3 the Commission promulgated under the Securities Act, as of the effective date of Act. All references in this Agreement to amendments or supplements to the Registration Statement or the date Prospectus, including those made pursuant to Rule 424 under the Securities Act or such other rule under the Securities Act as may be applicable to the Company, shall be deemed to mean and include, without limitation, the filing of such Preliminary Prospectus any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which is or is deemed to be incorporated by reference in or otherwise deemed under the rules of the Commission promulgated thereunder or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, and as of any reference specified date. A Form N-54A Notification of Election to "amend," "amendment" or "supplement" with respect be Subject to Sections 55 through 65 of the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Investment Company Act of 1934, 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange "Investment Company Act") that are deemed filed pursuant to be incorporated by reference therein. Capitalized terms used but not defined herein shall have Section 54(a) of the meanings given to such terms in Investment Company Act (File No. 814-01341) was filed under the Registration Statement and Investment Company Act with the Prospectus. Commission on January 16, 2020. 2 At or prior to the Applicable Time (as defined below), Time, the Company had prepared the following information (collectively Preliminary Prospectus, which together with the pricing information set forth on Annex A, Schedule 2 hereto, comprises the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. Package." "Applicable Time" means 7:00 4:00 P.M., New York City time, on October 21, 2020. August 19, 2021. "Testing-the-Waters Communication" means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a "shelf registration statement statement" on Form S-3 N-2 (File No. 333-232488), including a prospectus, 333-261782), relating to the Shares. Such Securities and certain of the Company's other securities, which registration statement, as amended statement ha...s been declared effective by the Commission on January 27, 2022. The Company has also prepared and filed with the Commission a preliminary prospectus supplement dated July 19, 2022 (the "Preliminary Prospectus Supplement"), which contains a base prospectus, dated January 26, 2022 (the "Base Prospectus," and together with the Preliminary Prospectus Supplement, the "Preliminary Prospectus"). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B ("Rule 430B") promulgated under the Securities Act and Rule 424 ("Rule 424") promulgated under the Securities Act. The information, if any, included or incorporated by reference in such prospectus that was omitted from such registration statement at the time it became effective, including the information, if any, effective but that is deemed to be part of such registration statement pursuant to Rule 430A, 430B or 430C is referred to as "Rule 430B Information." Unless the context otherwise requires, such registration statement, including all documents filed as a part thereof and any Rule 430B Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be part of the registration statement at and also including any registration statement filed pursuant to Rule 462(b) promulgated under the time of its effectiveness ("Rule 430 Information"), Securities Act (the "Rule 462(b) Registration Statement"), is referred to herein as called the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each Statement." The final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus to be filed with the Commission pursuant to Rule 424(a) under 424 after the Securities Act Applicable Time (as defined below) and to be used to confirm sales, which will include the Base Prospectus together with a final prospectus included in supplement (the "Prospectus Supplement"), is hereinafter referred to as the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any "Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Preliminary Prospectus or and the Prospectus shall be deemed to refer to and include the all documents incorporated by reference therein pursuant to Item 12 the rules of Form S-3 the Commission promulgated under the Securities Act, as of the effective date of Act. All references in this Agreement to amendments or supplements to the Registration Statement or the date Prospectus, including those made pursuant to Rule 424 under the Securities Act or such other rule under the Securities Act as may be applicable to the Company, shall be deemed to mean and include, without limitation, the filing of such Preliminary Prospectus any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which is or is deemed to be incorporated by reference in or otherwise deemed under the rules of the Commission promulgated thereunder or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, and as of any reference specified date. 1 A Form N-54A Notification of Election to "amend," "amendment" or "supplement" with respect be Subject to Sections 55 through 65 of the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Investment Company Act of 1934, 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange "Investment Company Act") that are deemed filed pursuant to be incorporated by reference therein. Capitalized terms used but not defined herein shall have Section 54(a) of the meanings given to such terms in Investment Company Act (File No. 814-01341) was filed under the Registration Statement and Investment Company Act with the Prospectus. Commission on January 16, 2020. At or prior to the Applicable Time (as defined below), Time, the Company had prepared the following information (collectively Preliminary Prospectus, which together with the pricing information set forth on Annex A, Schedule 2 hereto, comprises the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. Package." "Applicable Time" means 7:00 4:20 P.M., New York City time, on October 21, 2020. July 19, 2022. "Testing-the-Waters Communication" means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. 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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-194739), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended, amended (the "Securities Act"), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will ...file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission thereunder (collectively, under the "Securities Act"), a Securities Act and paragraph (b) of Rule 424 ("Rule 424(b)") under the Securities Act. The information included in such prospectus that was omitted from such 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, effective but that is deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the such registration statement at the time it became effective pursuant to paragraph (b) of its effectiveness ("Rule 430 Information"), Rule 430A is referred to herein as the "Registration Statement"; and as "Rule 430A Information." Each prospectus used herein, the term "Preliminary Prospectus" means each prospectus included in before such registration statement (and any amendments thereto) before effectiveness, became effective, and any prospectus filed with that omitted the Commission pursuant Rule 430A Information, that was used after such effectiveness and prior to Rule 424(a) under the Securities Act execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the prospectus included in amendments thereto, the Registration Statement exhibits and any schedules thereto, if any, at the time of its effectiveness that omits it became effective and including the Rule 430 Information, and 430A Information is herein called 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." Any registration statement filed pursuant to Rule 462(b) under the Securities Act (the is herein referred to as the "Rule 462 462(b) Registration Statement"), then any reference herein to Statement," and after such filing the term "Registration Statement" shall be deemed to include such the Rule 462 462(b) Registration Statement. Any reference The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the "Prospectus." For purposes of this underwriting agreement (this "Agreement") Agreement, all references to the Registration Statement, any Preliminary preliminary prospectus, the Prospectus or any amendment or supplement to any of the Prospectus foregoing shall be deemed to refer to and include the documents incorporated by reference therein copy filed with the Commission pursuant to Item 12 its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). The term "General Disclosure Package" shall mean the following documents, all considered together: (i) the preliminary prospectus, if any, used most recently prior to the date and time as of Form S-3 which the Registration Statement was declared effective by the Commission, (ii) any "issuer free writing prospectus" (as defined in Rule 433 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, Act) identified in Annex A hereto, and (iii) 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 other "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. that the parties hereto shall hereafter expressly agree in writing to treat as part of the General Disclosure Package. "Applicable Time" means 7:00 P.M., New York City time, shall mean 10:00 a.m. Eastern Time on October 21, 2020. the date of execution and delivery of this Agreement. View More
Registration Statement. The Company An "automatic shelf registration statement" as defined under Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-3 (File Nos. 333-239227 and 333-239227-01) in respect of the Securities has prepared and been filed with the Securities and Exchange Commission (the "Commission") not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective upon filing; and no stop order su...spending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Issuer, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Issuer (the base prospectus filed as part of 1933, as amended, and such registration statement, in the rules and regulations of form in which it has most recently been filed with the Commission thereunder (collectively, on or prior to the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, date of this Agreement, is hereinafter called the "Basic Prospectus"; any preliminary prospectus (including any preliminary 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(b) under the Securities Act is hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto and including any prospectus supplement relating to the prospectus included in Securities that is filed with the Registration Statement Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of its effectiveness that omits Rule 430 Information, the registration statement became effective, are hereinafter collectively called the "Registration Statement"; the Basic Prospectus, as amended and supplemented by the term "Prospectus" means Preliminary Prospectus immediately prior to the prospectus in Applicable Time (as defined below), is hereinafter called the "Pricing Prospectus"; the form first used (or made available upon request of purchasers the final prospectus relating to the Securities 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 5(a) hereof is hereinafter called the "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 Basic Prospectus, the Registration Statement, Pricing 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 Basic Prospectus, such Pricing Prospectus, such Preliminary Prospectus Prospectus, or the Prospectus, as the case may be, and be; any reference to "amend," "amendment" any amendment or "supplement" with respect supplement to the Registration Statement, Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act and any documents filed after such date under the Securities Exchange Act of 1934, as amended, amended (the "Exchange Act"), and incorporated therein, in each case after the rules and regulations date of the Commission thereunder (collectively, Basic Prospectus, such Preliminary Prospectus, or the "Exchange Act") that are Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to be refer to and include any annual report of the Issuer or American Homes 4 Rent, a Maryland real estate investment trust ("AHR"), filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement Statement; and the Prospectus. At or prior to the Applicable Time (as any "issuer free writing prospectus" 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 in Rule 405 433 under the Securities Act) Act relating to the Securities, including the items listed on Annex A hereto. Schedule 2(a) and 2(c) hereto, is hereinafter called an "Issuer Free Writing Prospectus"). For the purposes of this agreement (this "Agreement"), the "Applicable Time" means 7:00 P.M., New is 2:20 p.m. (New York City time, time) on October 21, 2020. the date of this Agreement. View More
Registration Statement. The Company An "automatic shelf registration statement" as defined under Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), on Form S- 3 (File Nos. 333-239227 and 333-239227-01) in respect of the Securities has prepared and been filed with the Securities and Exchange Commission (the "Commission") not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective upon filing; and no stop order s...uspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Issuer, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Issuer (the base prospectus filed as part of 1933, as amended, and such registration statement, in the rules and regulations of form in which it has most recently been filed with the Commission thereunder (collectively, on or prior to the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, date of this Agreement, is hereinafter called the "Basic Prospectus"; any preliminary prospectus (including any preliminary 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(b) under the Securities Act is hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto and including any prospectus supplement relating to the prospectus included in Securities that is filed with the Registration Statement Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of its effectiveness that omits Rule 430 Information, the registration statement became effective, are hereinafter collectively called the "Registration Statement"; the Basic Prospectus, as amended and supplemented by the term "Prospectus" means Preliminary Prospectus immediately prior to the prospectus in Applicable Time (as defined below), is hereinafter called the "Pricing Prospectus"; the form first used (or made available upon request of purchasers the final prospectus relating to the Securities 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 5(a) hereof is hereinafter called the "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 Basic Prospectus, the Registration Statement, Pricing 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 Basic Prospectus, such Pricing Prospectus, such Preliminary Prospectus Prospectus, or the Prospectus, as the case may be, and be; any reference to "amend," "amendment" any amendment or "supplement" with respect supplement to the Registration Statement, Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act and any documents filed after such date under the Securities Exchange Act of 1934, as amended, amended (the "Exchange Act"), and incorporated therein, in each case after the rules and regulations date of the Commission thereunder (collectively, Basic Prospectus, such Preliminary Prospectus, or the "Exchange Act") that are Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to be refer to and include any annual report of the Issuer or American Homes 4 Rent, a Maryland real estate investment trust ("AHR"), filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement Statement; and the Prospectus. At or prior to the Applicable Time (as any "issuer free writing prospectus" 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 in Rule 405 433 under the Securities Act) Act relating to the Securities, including the items listed on Annex A hereto. Schedule 2(a) and 2(c) hereto, is hereinafter called an "Issuer Free Writing Prospectus"). For the purposes of this agreement (this "Agreement"), the "Applicable Time" means 7:00 P.M., New is 4:25 p.m. (New York City time, time) on October 21, 2020. the date of this Agreement. View More
