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), 333-260852), including a prospectus, relating to the Shares. Units, the Warrants and the Ordinary Shares underlying the Units and the Warrants included therein. Such registration statement, as amende...d at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Units. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. [____ __], 2021. "Applicable Time" means 7:00 P.M., [____] p.m., New York City time, on October 21, 2020. [____ __], 2021. View More
Registration Statement. The Company Parent Guarantor 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), 333-224381), including a prospectus, prospectus (the "Base Prospectus"), relating to the Shares. Such debt securities to be issued from time to time by the Issuer, including the Note...s, guarantees of the Parent Guarantor, including the Guarantee, and other securities of the Parent Guarantor. The Parent Guarantor and the Issuer have also filed, or propose 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 exhibits thereto 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 the time of its effectiveness ("Rule 430 Information"), effectiveness, 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 prospectus Base 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 Registration Statement"), then any reference together with the Base Prospectus. Any 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 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, Act prior to 12:30 p.m. New York City time on February 18, 2020 (the "Time of Sale"). 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 Parent Guarantor under the Securities Exchange Act of 1934, as 2 amended, and the rules and regulations of the Commission thereunder (collectively, the (the "Exchange Act") that subsequent to the Time of Sale 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 the Prospectus. At or prior with respect 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 offering of Securities, as determined for purposes of Section 11 of the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. 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, 333-257818), 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 December 10, 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. At or prior to the Applicable Time (as defined below), Time, the Company had prepared the following information (collectively Preliminary Prospectus, which together with the pricing information set forth on Annex A, Schedule 2 hereto, comprises the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. Package." "Applicable Time" means 7:00 2:00 P.M., New York City time, on October 21, 2020. December 10, 2021. "Testing-the-Waters Communication" means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. View More
Registration Statement. The Company 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 No. 333-221878) 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 suspending the effect...iveness 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 and the Guarantor, 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 2 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 3:50 p.m. (New York City time, time) on October 21, 2020. the date 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 automatic shelf registration statement on Form S-3 (File No. 333-232488), 333-192526), including a prospectus, relating to the Shares. Securities. Such registration statement, as amended at of the time it became effective, including the information, if a...ny, 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, Information (the "Base Prospectus") and the preliminary prospectus supplement, dated November 25, 2013 relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act that amends or supplements the Base Prospectus, and the term "Prospectus" means the final prospectus supplement (including the Base Prospectus) in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If 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. Securities. Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, be and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), time when sales of the Securities 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, the "Pricing Disclosure Package"): "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 November 25, 2013, and each "free-writing prospectus" Issuer Free Writing Prospectus (as defined pursuant to Rule 405 under the Securities Act) below) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on B hereto as constituting part of the Time of Sale Information. 2 Pursuant to an agreement and plan of merger dated October 21, 2020. 15, 2013 (together with the schedules and exhibits thereto, the "Merger Agreement") among the Company, Generator Purchase, Inc., a North Carolina corporation and a wholly owned subsidiary of the Company ("Merger Sub"), General Parts International, Inc., a North Carolina corporation ("GPII"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the GPII shareholders, Merger Sub is expected to merge with and into GPII (the "Merger"), with GPII surviving the merger as a wholly owned subsidiary of the Company. This Agreement, the Indenture and the Securities, are collectively referred to herein as the "Transaction Documents". The Merger and the execution of, and consummation of the transactions contemplated by, the Transaction Documents, in each case as described in the Time of Sale Information, are collectively referred to herein as the "Transactions". 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 No. 333-221878) 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 suspending the effect...iveness 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"). 2 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 has Issuer meets the requirements for use of Form S-3 under the Act. The Issuer and the Guarantor have prepared and filed an "automatic shelf registration statement" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Act"), on Form S-3 (File No. 333-201598 and 333-201598-01) in respect of the Securities, including a form of prospectus (the "Base Prospectus"), in conformity with the requirements of the Act and the rules and regulations (the "Rules and Regulation...s") of 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. thereunder. Such registration statement, as amended at the time it became effective, including the information, if any, which shall be deemed pursuant to Rule include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), Act, is herein referred to herein as the "Registration Statement"; Statement." The Registration Statement became effective upon filing with the Commission under Rule 462(e) under the Act on January 20, 2015. If the Issuer has filed any amendment to the Registration Statement pursuant to Rules 413(b) and as 462(e) under the Act, then any reference herein to the term "Registration Statement" shall be deemed to include such post-effective amendment. As used herein, the term "Preliminary "Final 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 (including any prospectus supplement) 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, to be filed with the Company has Commission in accordance with Rules 415 and 424(b) under the Act. The Base Prospectus, as supplemented by each preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed an abbreviated registration statement with the Commission pursuant to Rule 462(b) 424(b) under the Securities Act (the "Rule 462 Registration Statement"), then any Act, including the documents incorporated by reference in the Base Prospectus, is herein referred to as a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Final Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Final Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have therein, and any supplements or amendments thereto, filed with the meanings given to such terms in Commission after the date of filing of the Registration Statement with the Commission and prior to the Prospectus. termination of the offering of the Securities by the Underwriter. At or prior to the Applicable Time (as defined below), the Company Issuer had prepared the following information (collectively with the pricing information set forth on Annex A, (collectively, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 February 6, 2015 (the "Pricing Prospectus") and each "free-writing prospectus" General Use Free Writing Prospectus (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. below). As used in this Agreement: "Applicable Time" means 7:00 3:42 P.M., New York City time, on October 21, 2020. the date of this Agreement. "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433 under the Act, relating to the Securities 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 Issuer's records pursuant to Rule 433(g) under the Act. "General Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is identified on Annex B to this Agreement. -2- "Limited Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended. View More
Registration Statement. The Company has prepared and filed 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 No. 333-227492) in respect of the Shares 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 on filing; and no stop order suspending the effectiveness of s...uch registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or 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 Company (the base prospectus filed as part of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a such). That registration statement on Form S-3 (File No. 333-232488), 333-227492), including a prospectus, the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Shares. Such Shares that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each 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 such part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is became effective, are hereinafter collectively referred to herein as the "Registration Statement"; Statement" and the related prospectus dated September 24, 2018 is hereinafter referred to as used herein, the term "Preliminary Prospectus" means each "Base Prospectus." The Base Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined below), including any preliminary 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(b) under the Securities Act and is hereinafter referred to as the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Pricing Prospectus." The "Prospectus" means the Base Prospectus and the final prospectus in supplement relating to the form first used (or made available upon request of purchasers Shares filed with the Commission pursuant to Rule 173 424(b) under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant Act. Any reference to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein amendment or supplement to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to Base Prospectus, 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 Pricing 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 Shares filed with the Commission pursuant to Rule 424(b) under the 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, Base Prospectus, such Pricing 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 Company 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 any "issuer free writing prospectus" as defined in Rule 433 under the Prospectus. Act relating to the Shares is hereinafter called an "Issuer Free Writing Prospectus"). For the purposes of this Agreement, the terms "Registration Statement," "Base Prospectus," "Pricing Prospectus" and "Prospectus" shall include the documents, if any, incorporated by reference therein as of the date of such prospectus. "Applicable Time" means 8:00 P.M., New York City time, on September 9, 2020. At or prior to the Applicable Time (as defined below), Time, the Company had prepared the following information (collectively with the pricing information set forth on Annex A, (collectively, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) Pricing Prospectus, as supplemented by the information listed on Annex A A(i) hereto and each Issuer Free Writing Prospectus (defined below) listed on Annex A(ii) 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 a shelf registration statement on Form S-3 (File No. 333-258185) to register the Securities with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, amended (the "Securities Act") not earlier than three years prior to the date hereof; such registration statement became effective on August 12, 2021; and no stop order suspending the rules effectiveness of such registration statement or any part thereof has been ...issued and regulations no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission thereunder (collectively, to the "Securities Act"), a 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 Company (the base prospectus filed as part of such). That registration statement on Form S-3 (File No. 333-232488), 333-258185), including a prospectus, the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Shares. Such Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each 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 such part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is became effective, are hereinafter collectively referred to herein as the "Registration Statement"; Statement" and the related prospectus dated August 12, 2021 is hereinafter referred to as used herein, the term "Preliminary Prospectus" means each "Base Prospectus." The Base Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined below), including any preliminary prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus supplement relating to the Securities, filed with the Commission pursuant to Rule 424(a) 424(b) under the Securities Act and is hereinafter referred to as the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Pricing Prospectus." The "Prospectus" means the Base Prospectus and the final prospectus in supplement relating to the form first used (or made available upon request of purchasers Securities filed with the Commission pursuant to Rule 173 424(b) under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant Act. Any reference to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein amendment or supplement to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to Base Prospectus, 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 Pricing 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 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, Base Prospectus, such Pricing 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 Company 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 any "issuer free writing prospectus" as defined in Rule 433 under the Prospectus. At or prior Act relating to the Applicable Time (as defined below), Securities is hereinafter called an "Issuer Free Writing Prospectus"). For the Company had prepared purposes of this Agreement, the following information (collectively with terms "Registration Statement," "Base Prospectus," "Pricing Prospectus" and "Prospectus" shall include the pricing information set forth on Annex A, documents, if any, incorporated by reference therein as of 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. date of such prospectus. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. August 10, 2022. At or prior to the Applicable Time, the Company had prepared the following information (collectively, the "Pricing Disclosure Package"): the Pricing Prospectus, as supplemented by the information listed on Annex A(i) hereto and each Issuer Free Writing Prospectus (defined below) listed on Annex A(ii) hereto. View More
Registration Statement. The (a) An automatic shelf registration statement on Form S-3 (File No. 333-198558), including a form of prospectus (the "Base Prospectus"), covering the registration of the offer and sale of certain securities (including the Shares) has been prepared by the Company has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and filed with the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder and h...as been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Securities Act. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430B under the Securities Act of 1933, as amended, and contained in 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 Prospectus referred 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 below, has become effective under the Securities Act and no post-effective amendment to be part the Registration Statement has been filed as of the registration statement at date of this Agreement. "Prospectus" means the Base Prospectus, as supplemented by the final prospectus supplement relating to the Shares, in the form first used to confirm sales of the Shares and filed with the Commission pursuant to and within the time of its effectiveness ("Rule 430 Information"), is referred limits described in Rule 424(b) under the Securities Act and in accordance with Section 4(a) hereof. The Base Prospectus, as supplemented by each preliminary prospectus supplement relating 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 Shares 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, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant Act, is herein referred 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 as a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or to 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 incorporated by reference therein, and any supplements or amendments thereto, filed after with the Commission and incorporated by reference therein prior to the termination of the offering of the Shares by the Underwriter. 1 (b) As used in this subsection and elsewhere in this Agreement: "Applicable Time" means 4:35 p.m. (New York time) on the date of this Agreement or such date other time as agreed to by the Company and the Underwriter. "Statutory Prospectus" means the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time, including any prospectus supplement deemed to be a part thereof. "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433 under the Securities Exchange Act of 1934, as amended, and Act, relating to the rules and regulations of Shares in the form filed or required to be filed with the Commission thereunder (collectively, the "Exchange Act") that are deemed or, if not required to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms filed, in the Registration Statement and form retained in the Company's records pursuant to Rule 433(g) under the Securities Act. "General Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is identified on Annex B to this Agreement. "Limited Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus. At "Pricing Disclosure Package" means the Statutory Prospectus, any General Use Free Writing Prospectus issued at or prior to the Applicable Time (as defined below), and the Company had prepared the following information (collectively with the pricing information set forth on included in 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. B hereto, all considered together. View More
