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") a shelf registration statement on Form S-3ASR, File No. 333-220127 including a base prospectus (the "Base Prospectus") to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules... and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Such registration statement, as amended part thereof at the time it became effective, including the information, if any, deemed of effectiveness pursuant to Rule 430A, 430A or Rule 430B or 430C under the Securities Act, is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act to be part in connection with the offer and sale of the registration statement at Shares is called the "Rule 462 Registration Statement," and from and after the date and time of its effectiveness ("Rule 430 Information"), filing of any such Rule 462 Registration Statement the term "Registration Statement" shall include the Rule 462 Registration Statement. The preliminary prospectus supplement dated March 8, 2018 describing the Shares and the offering thereof ("Preliminary Prospectus Supplement"), together with the Base Prospectus, is referred called the "Preliminary Prospectus," and the Preliminary Prospectus and any other prospectus supplement to herein as the "Registration Statement"; Base Prospectus in preliminary form that describes the Shares and as the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a "preliminary prospectus." As used herein, the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement to the Base Prospectus that describes the Shares and the offering thereof (the "Final Prospectus Supplement"), together 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, in the form first used (or by the Underwriters to confirm sales of the Shares 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 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 Act. 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, Preliminary Prospectus, any Preliminary Prospectus or preliminary prospectus and the Prospectus shall be deemed to refer to both the prospectus supplement 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 Base Prospectus components 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. prospectus. 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 the Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed and the pricing information set forth on Annex A hereto. "Applicable Time" means 7:00 6:45 P.M., New York City time, on October 21, 2020. March 8, 2018. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3ASR, File No. 333-220127 including a base prospectus (the "Base Prospectus") to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules... and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Such registration statement, as amended part thereof at the time it became effective, including the information, if any, deemed of effectiveness pursuant to Rule 430A, 430A or Rule 430B or 430C under the Securities Act, is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act to be part in connection with the offer and sale of the registration statement at Shares is called the "Rule 462 Registration Statement," and from and after the date and time of its effectiveness ("Rule 430 Information"), filing of any such Rule 462 Registration Statement the term "Registration Statement" shall include the Rule 462 Registration Statement. The preliminary prospectus supplement dated December 14, 2017 describing the Shares and the offering thereof ("Preliminary Prospectus Supplement"), together with the Base Prospectus, is referred called the "Preliminary Prospectus," and the Preliminary Prospectus and any other prospectus supplement to herein as the "Registration Statement"; Base Prospectus in preliminary form that describes the Shares and as the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a "preliminary prospectus." As used herein, the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement to the Base Prospectus that describes the Shares and the offering thereof (the "Final Prospectus Supplement"), together 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, in the form first used (or by the Underwriters to confirm sales of the Shares 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 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 Act. 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, Preliminary Prospectus, any Preliminary Prospectus or preliminary prospectus and the Prospectus shall be deemed to refer to both the prospectus supplement 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 Base Prospectus components 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. prospectus. 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 the Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed and the pricing information set forth on Annex A hereto. "Applicable Time" means 7:00 P.M., 9 A.M., New York City time, on October 21, 2020. December 15, 2017. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, File No. 333-214088 including a base prospectus (the "Base Prospectus") to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules an...d regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Such registration statement, as amended part thereof at the time it became effective, including the information, if any, deemed of effectiveness pursuant to Rule 430A, 430A or Rule 430B or 430C under the Securities Act, is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act to be part in connection with the offer and sale of the registration statement at Shares is called the "Rule 462 Registration Statement," and from and after the date and time of its effectiveness ("Rule 430 Information"), filing of any such Rule 462 Registration Statement the term "Registration Statement" shall include the Rule 462 Registration Statement. The preliminary prospectus supplement dated February 21, 2017 describing the Shares and the offering thereof ("Preliminary Prospectus Supplement"), together with the Base Prospectus, is referred called the "Preliminary Prospectus," and the Preliminary Prospectus and any other prospectus supplement to herein as the "Registration Statement"; Base Prospectus in preliminary form that describes the Shares and as the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a "preliminary prospectus." As used herein, the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement to the Base Prospectus that describes the Shares and the offering thereof (the "Final Prospectus Supplement"), together 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, in the form first used (or by the Underwriters to confirm sales of the Shares 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 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 Act. 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, Preliminary Prospectus, any Preliminary Prospectus or preliminary prospectus and the Prospectus shall be deemed to refer to both the prospectus supplement 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 Base Prospectus components 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. prospectus. 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 the Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed and the pricing information set forth on Annex A hereto. "Applicable Time" means 7:00 7:30 P.M., New York City time, on October February 21, 2020. 2017. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3ASR (File No. 333-220127), including a base prospectus (the "Base Prospectus") to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rul...es and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Such registration statement, as amended part thereof at the time it became effective, including the information, if any, deemed of effectiveness pursuant to Rule 430A, 430A or Rule 430B or 430C under the Securities Act, is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act to be part in connection with the offer and sale of the registration statement at Shares is called the "Rule 462 Registration Statement," and from and after the date and time of its effectiveness ("Rule 430 Information"), filing of any such Rule 462 Registration Statement the term "Registration Statement" shall include the Rule 462 Registration Statement. The preliminary prospectus supplement dated June 25, 2019 describing the Shares and the offering thereof ("Preliminary Prospectus Supplement"), together with the Base Prospectus, is referred called the "Preliminary Prospectus," and the Preliminary Prospectus and any other prospectus supplement to herein as the "Registration Statement"; Base Prospectus in preliminary form that describes the Shares and as the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a "preliminary prospectus." As used herein, the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement to the Base Prospectus that describes the Shares and the offering thereof (the "Final Prospectus Supplement"), together 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, in the form first used (or by the Underwriters to confirm sales of the Shares 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 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 Act. 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, Preliminary Prospectus, any Preliminary Prospectus or preliminary prospectus and the Prospectus shall be deemed to refer to both the prospectus supplement 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 Base Prospectus components 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. prospectus. 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 the Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed and the pricing information set forth on Annex A hereto. "Applicable Time" means 7:00 P.M., 8:20 A.M., New York City time, on October 21, 2020. June 26, 2019. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3ASR (File No. 333-220127), including a base prospectus (the "Base Prospectus") to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rul...es and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Such registration statement, as amended part thereof at the time it became effective, including the information, if any, deemed of effectiveness pursuant to Rule 430A, 430A or Rule 430B or 430C under the Securities Act, is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act to be part in connection with the offer and sale of the registration statement at Shares is called the "Rule 462 Registration Statement," and from and after the date and time of its effectiveness ("Rule 430 Information"), filing of any such Rule 462 Registration Statement the term "Registration Statement" shall include the Rule 462 Registration Statement. The preliminary prospectus supplement dated December 6, 2018 describing the Shares and the offering thereof ("Preliminary Prospectus Supplement"), together with the Base Prospectus, is referred called the "Preliminary Prospectus," and the Preliminary Prospectus and any other prospectus supplement to herein as the "Registration Statement"; Base Prospectus in preliminary form that describes the Shares and as the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a "preliminary prospectus." As used herein, the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement to the Base Prospectus that describes the Shares and the offering thereof (the "Final Prospectus Supplement"), together 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, in the form first used (or by the Underwriters to confirm sales of the Shares 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 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 Act. 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, Preliminary Prospectus, any Preliminary Prospectus or preliminary prospectus and the Prospectus shall be deemed to refer to both the prospectus supplement 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 Base Prospectus components 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. prospectus. 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 the Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed and the pricing information set forth on Annex A hereto. "Applicable Time" means 7:00 P.M., 8:15 A.M., New York City time, on October 21, 2020. December 7, 2018. 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 Underwriters. (b) As used in this subsection and elsewhere in this Agreement: "Applicable Time" means 7:00 p.m. (New York time) on the date of this Agreement or such date other time as agreed to by the Company and the Underwriters. "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
Registration Statement. (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") an automatic shelf registration statement on Form S-3, File No.333-210423, including a base prospectus (the "Base Prospectus") to be used in connection with the public offering and sale of certain securities, including the Shares. Such registration statement (the "Registration Statement"), as of any time, means such registration statement as amended by any post-effective amendments thereto to su...ch time, including the financial statements, exhibits and schedules thereto at such time and the documents incorporated or deemed to be incorporated by reference therein pursuant to Rule 430A or 430B under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating Act"). The preliminary prospectus supplement dated March 28, 2016 describing the Shares and the offering thereof (the "Preliminary Prospectus Supplement"), together with the Base Prospectus, is called the "Preliminary Prospectus," and the Preliminary Prospectus and any other prospectus supplement to the Shares. Such registration statement, as amended at Base Prospectus in preliminary form that describes the time it became effective, including Shares and the information, if any, deemed pursuant offering thereof and is used prior to Rule 430A, 430B or 430C under the Securities Act to be part filing of the registration statement at Prospectus (as defined below), together with the time of its effectiveness ("Rule 430 Information"), Base Prospectus, is referred to herein as the "Registration Statement"; and as called a "preliminary prospectus." As used herein, the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement to the Base Prospectus that describes the Shares and the offering thereof (the "Final Prospectus Supplement"), together 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, in the form first used (or by the Underwriters to confirm sales of the Shares 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 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 Act. References in this underwriting agreement (this "Agreement") to the Preliminary Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such prospectus. References in this Agreement to the Registration Statement, any the Preliminary Prospectus or and 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 (b) The "Pricing Disclosure Package" shall mean collectively: (i) the Preliminary Prospectus, dated March 28, 2016 as amended or supplemented prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with Time, (ii) the pricing information set forth on Annex A, A hereto, which may be conveyed orally by the "Pricing Disclosure Package"): a Preliminary Underwriters to -2- the purchasers of the Shares at the Applicable Time and (iii) any Issuer Free Writing Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant below) issued at or prior to the Applicable Time that is intended for general distribution to prospective investors (other than a "bona fide electronic road show" as defined in Rule 405 under the Securities Act) listed 433), as evidenced by it being specified on Annex A hereto. (c) "Applicable Time" means 7:00 P.M., 4:45 p.m. New York City time, time on October 21, 2020. March 31, 2016, the time when sales of Shares were first made. View More
Registration Statement. (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") an automatic shelf registration statement on Form S-3, File No. 333-210423, including a base prospectus (the "Base Prospectus") to be used in connection with the public offering and sale of certain securities, including the Shares. Such registration statement (the "Registration Statement"), as of any time, means such registration statement as amended by any post-effective amendments thereto to s...uch time, including the financial statements, exhibits and schedules thereto at such time and the documents incorporated or deemed to be incorporated by reference therein pursuant to Rule 430A or 430B under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating Act"). The preliminary prospectus supplement dated May 18, 2016 describing the Shares and the offering thereof (the "Preliminary Prospectus Supplement"), together with the Base Prospectus, is called the "Preliminary Prospectus," and the Preliminary Prospectus and any other prospectus supplement to the Shares. Such registration statement, as amended at Base Prospectus in preliminary form that describes the time it became effective, including Shares and the information, if any, deemed pursuant offering thereof and is used prior to Rule 430A, 430B or 430C under the Securities Act to be part filing of the registration statement at Prospectus (as defined below), together with the time of its effectiveness ("Rule 430 Information"), Base Prospectus, is referred to herein as the "Registration Statement"; and as called a "preliminary prospectus." As used herein, the term "Preliminary Prospectus" means each "Prospectus" shall mean the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement to the Base Prospectus that describes the Shares and the offering thereof (the "Final Prospectus Supplement"), together 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, in the form first used (or by the Underwriters to confirm sales of the Shares 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 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 Act. References in this underwriting agreement (this "Agreement") to the Preliminary Prospectus, any preliminary prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such prospectus. References in this Agreement to the Registration Statement, any the Preliminary Prospectus or and 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 (b) The "Pricing Disclosure Package" shall mean collectively: (i) the Preliminary Prospectus, dated May 18, 2016 as amended or supplemented prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with Time, (ii) the pricing information set forth on Annex A, A hereto, which may be conveyed orally by the "Pricing Disclosure Package"): a Preliminary Underwriters to the purchasers of the Shares at the Applicable Time and (iii) any Issuer Free Writing Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant below) issued at or prior to the Applicable Time that is intended for general distribution to prospective investors (other than a "bona fide electronic road show" as defined in Rule 405 under the Securities Act) listed 433), as evidenced by it being specified on Annex A hereto. (c) "Applicable Time" means 7:00 P.M., 4:00 p.m. New York City time, time on October 21, 2020. May 18, 2016, the time when sales of Shares were first made. View More
Registration Statement. The Company Issuer 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 S-3ASR (File No. 333-232488), 333-207700), including a prospectus, relating to the Shares. Securities. Such registration statement, as amended at the time it became becomes 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"), insofar as it relates to the issuance and sale of the Securities, is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each the prospectus included in such registration statement (and any amendments thereto) before effectiveness, at the time it became effective, and any prospectus relating to the Securities 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, Act, 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. Securities. Any reference in this underwriting agreement 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, 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 Company Securities were first made (the "Time of Sale"), the Issuer 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 September 15, 2016 (including the base prospectus included therein), and each "free-writing "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. -2- The Issuer intends to use the proceeds of the offering of the Securities, together with the proceeds from the Issuer's offering of €500 million 1.600% Senior Notes due 2028, to redeem Delphi Corp's 5.00% Senior Notes due 2023 (the "Existing Notes") issued pursuant to the indenture dated February 14, 2013, by and among Delphi Corp, the Issuer, as a guarantor, the other guarantors party thereto, Wilmington Trust Company and Deutsche Bank Trust Company Americas, and for general corporate purposes and to pay related fees and expenses. The issuance and sale of the Securities and the use of proceeds therefrom (other than for general corporate purposes) are referred to herein as the "Transactions". View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), 333-265914), including a prospectus, relating to the Shares. Units and the Rights and shares of Common Stock included therein, as well as the shares of Common Stock issuable upon the exchange of the ...Rights included in the Units ("the "Public Right Shares," and, collectively with the Private Placement Right Shares, the "Right 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 430A under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 430A 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 430A 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. 2 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. March 10, 2023. "Applicable Time" means 7:00 4:30 P.M., New York City time, on October 21, 2020. March 28, 2023. View More
