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 an automatic shelf registration statement on Form S-3 (File No. 333-232488), 333-197192), covering the public offering and sale of certain securities, including a prospectus, relating to the Shares. Shares, which automatic shelf registration statement becam...e effective under Rule 462(e) under the Securities Act. Such registration statement, as of any time, means such registration statement as amended at the time it became effective, by any post-effective amendments thereto to such time, including the information, if any, exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Rule 430A, 430B or 430C Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the registration statement at the time of its effectiveness Securities Act ("Rule 430 Information"), 430B"), is referred to herein as the "Registration Statement"; and as used herein, Statement;" provided, however, that the term "Preliminary Prospectus" "Registration Statement" without reference to a time means each prospectus included in such registration statement (and as amended by any post-effective amendments thereto) before effectiveness, any prospectus filed thereto as of the time of the first contract of sale for the Shares, which time shall be considered the "new effective date" of such registration statement with respect to the Commission Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Rule 424(a) Item 12 of Form S-3 under the Securities Act and the prospectus included in the Registration Statement at the documents otherwise deemed to be a part thereof as of such 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) 430B. Each preliminary prospectus used in connection with confirmation of sales the offering of the Shares. If Shares, including 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 documents incorporated or 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, are collectively referred to herein as a "Preliminary Prospectus." Promptly after execution and delivery of this Agreement, the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, Company will prepare and any reference to "amend," "amendment" or "supplement" with respect file a final prospectus relating to the Registration Statement, any Preliminary Prospectus or Shares in accordance with the Prospectus shall be deemed to refer to and include any documents filed after such date provisions of Rule 424(b) under the Securities Exchange Act of 1934, as amended, and ("Rule 424(b)"). The final prospectus, in the rules and regulations form first furnished or made available to the Underwriters for use in connection with the offering of the Commission thereunder (collectively, Shares, including the "Exchange Act") that are documents incorporated or deemed to be incorporated by reference therein. therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as the "Prospectus." For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) ("EDGAR"). 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 December 6, 2016 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. December 6, 2016. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement. 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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), 333-197192), covering the public offering and sale of certain securities, including a prospectus, relating to the Shares. Shares, which automatic shelf registration statement becam...e effective under Rule 462(e) under the Securities Act. Such registration statement, as of any time, means such registration statement as amended at the time it became effective, by any post-effective amendments thereto to such time, including the information, if any, exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Rule 430A, 430B or 430C Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the registration statement at the time of its effectiveness Securities Act ("Rule 430 Information"), 430B"), is referred to herein as the "Registration Statement"; and as used herein, Statement;" provided, however, that the term "Preliminary Prospectus" "Registration Statement" without reference to a time means each prospectus included in such registration statement (and as amended by any post-effective amendments thereto) before effectiveness, any prospectus filed thereto as of the time of the first contract of sale for the Shares, which time shall be considered the "new effective date" of such registration statement with respect to the Commission Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Rule 424(a) Item 12 of Form S-3 under the Securities Act and the prospectus included in the Registration Statement at the documents otherwise deemed to be a part thereof as of such 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) 430B. Each preliminary prospectus used in connection with confirmation of sales the offering of the Shares. If Shares, including 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 documents incorporated or 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, are collectively referred to herein as a "Preliminary Prospectus." Promptly after execution and delivery of this Agreement, the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, Company will prepare and any reference to "amend," "amendment" or "supplement" with respect file a final prospectus relating to the Registration Statement, any Preliminary Prospectus or Shares in accordance with the Prospectus shall be deemed to refer to and include any documents filed after such date provisions of Rule 424(b) under the Securities Exchange Act of 1934, as amended, and ("Rule 424(b)"). The final prospectus, in the rules and regulations form first furnished or made available to the Underwriters for use in connection with the offering of the Commission thereunder (collectively, Shares, including the "Exchange Act") that are documents incorporated or deemed to be incorporated by reference therein. therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as the "Prospectus." For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) ("EDGAR"). 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 June 23, 2015 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. June 23, 2015. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement. 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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), 333-197192), covering the public offering and sale of certain securities, including a prospectus, relating to the Shares. Shares, which automatic shelf registration statement becam...e effective under Rule 462(e) under the Securities Act. Such registration statement, as of any time, means such registration statement as amended at the time it became effective, by any post-effective amendments thereto to such time, including the information, if any, exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Rule 430A, 430B or 430C Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the registration statement at the time of its effectiveness Securities Act ("Rule 430 Information"), 430B"), is referred to herein as the "Registration Statement"; and as used herein, Statement;" provided, however, that the term "Preliminary Prospectus" "Registration Statement" without reference to a time means each prospectus included in such registration statement (and as amended by any post-effective amendments thereto) before effectiveness, any prospectus filed thereto as of the time of the first contract of sale for the Shares, which time shall be considered the "new effective date" of such registration statement with respect to the Commission Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Rule 424(a) Item 12 of Form S-3 under the Securities Act and the prospectus included in the Registration Statement at the documents otherwise deemed to be a part thereof as of such 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) 430B. Each preliminary prospectus used in connection with confirmation of sales the offering of the Shares. If Shares, including 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 documents incorporated or 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, are collectively referred to herein as a "Preliminary Prospectus." Promptly after execution and delivery of this Agreement, the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, Company will prepare and any reference to "amend," "amendment" or "supplement" with respect file a final prospectus relating to the Registration Statement, any Preliminary Prospectus or Shares in accordance with the Prospectus shall be deemed to refer to and include any documents filed after such date provisions of Rule 424(b) under the Securities Exchange Act of 1934, as amended, and ("Rule 424(b)"). The final prospectus, in the rules and regulations form first furnished or made available to the Underwriters for use in connection with the offering of the Commission thereunder (collectively, Shares, including the "Exchange Act") that are documents incorporated or deemed to be incorporated by reference therein. therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as the "Prospectus." For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) ("EDGAR"). 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 July 7, 2014 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 5:30 P.M., New York City time, on October 21, 2020. July 8, 2014. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement. 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Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a an "automatic shelf registration statement statement" (as defined in Rule 405 under the Securities Act) on Form S-3 (File No. 333-232488), including a prospectus, 333-189434). For purposes of this Agreement, the following terms have the specified meanings: ..."Applicable Time" means 2:15 p.m. (New York City time) on the date of this Agreement; "Base Prospectus" means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been amended on or prior to the date hereof, relating to the Shares. Such registration statement, Securities; "Disclosure Package" means, as amended at of the time it became effective, including Applicable Time, the information, if any, most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time and identified on Schedule 2 hereto, other than a road show that is an Issuer Free Writing Prospectus under Rule 433 of the Securities Act; "Effective Date" means any date as of which any part of the Registration Statement or any post-effective amendment thereto relating to the Securities became, or is deemed pursuant to Rule 430A, 430B or 430C have become, effective under the Securities Act (including pursuant to be part Rule 430B of the registration statement at Securities Act); "Final Term Sheet" means the time term sheet prepared pursuant to Section 4(a) of its effectiveness ("Rule 430 Information"), is the Agreement and substantially in the form attached in Schedule 3 hereto; "Issuer Free Writing Prospectus" means each "free writing prospectus" (as defined in Rule 405 of the Securities Act) prepared by or on behalf of the Company or used or referred to herein as by the "Registration Statement"; and as used herein, Company in connection with the term offering of the Securities, including the Final Term Sheet; "Preliminary Prospectus" means each any preliminary prospectus relating to the Securities, including the Base Prospectus and any preliminary prospectus supplement thereto, included in such registration statement (and any amendments thereto) before effectiveness, any prospectus the Registration Statement or as filed with the Commission pursuant to Rule 424(a) under 424(b) of the Securities Act and provided to the prospectus included in Representatives for use by the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term Underwriters; "Prospectus" means the final prospectus in relating to the form first used (or made available upon request of purchasers Securities, including the Base Prospectus and the final prospectus supplement thereto relating to the Securities, as filed with the Commission pursuant to Rule 173 under the Securities Act) in connection with confirmation 424(b) 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 and provided to the term Representatives for use by the Underwriters; and "Registration Statement" shall be deemed to include means, collectively, the various parts of the above-referenced registration statement, each as amended as of the Effective Date for such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, part, including any Preliminary Prospectus or the Prospectus shall and all exhibits to such registration statement. Any reference to the "most recent Preliminary Prospectus" will be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Securities Act prior to or on the date hereof (including, for purposes of this Agreement, any documents incorporated by reference therein prior to or on the date of this Agreement). Any reference to any Registration Statement, Preliminary Prospectus or the Prospectus will be deemed to refer to and include the any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, Act as of the date when such Registration 2 Statement became effective or the date of such Preliminary Prospectus or the Registration Statement Prospectus, as the case may be. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus will be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any incorporated by reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any in such Preliminary Prospectus or the Prospectus shall Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will be deemed to refer to and include any documents annual report of the Company on Form 10-K, or amendment thereto, filed after such date under with the Securities Commission pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, and after the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Effective Date that are deemed to be is 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. Statement. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a an "automatic shelf registration statement statement" (as defined in Rule 405 under the Securities Act) on Form S-3 (File No. 333-232488), including a prospectus, 333-189434). For purposes of this Agreement, the following terms have the specified meanings: ..."Applicable Time" means 2:20 p.m. (New York City time) on the date of this Agreement; "Base Prospectus" means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been amended on or prior to the date hereof, relating to the Shares. Such registration statement, Securities; "Disclosure Package" means, as amended at of the time it became effective, including Applicable Time, the information, if any, most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time and identified on Schedule 2 hereto, other than a road show that is an Issuer Free Writing Prospectus under Rule 433 of the Securities Act; "Effective Date" means any date as of which any part of the Registration Statement or any post-effective amendment thereto relating to the Securities became, or is deemed pursuant to Rule 430A, 430B or 430C have become, effective under the Securities Act (including pursuant to be part Rule 430B of the registration statement at Securities Act); "Final Term Sheet" means the time term sheet prepared pursuant to Section 4(a) of its effectiveness ("Rule 430 Information"), is the Agreement and substantially in the form attached in Schedule 3 hereto; "Issuer Free Writing Prospectus" means each "free writing prospectus" (as defined in Rule 405 of the Securities Act) prepared by or on behalf of the Company or used or referred to herein as by the "Registration Statement"; and as used herein, Company in connection with the term offering of the Securities, including the Final Term Sheet; "Preliminary Prospectus" means each any preliminary prospectus relating to the Securities, including the Base Prospectus and any preliminary prospectus supplement thereto, included in such registration statement (and any amendments thereto) before effectiveness, any prospectus the Registration Statement or as filed with the Commission pursuant to Rule 424(a) under 424(b) of the Securities Act and provided to the prospectus included in Representatives for use by the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term Underwriters; "Prospectus" means the final prospectus in relating to the form first used (or made available upon request of purchasers Securities, including the Base Prospectus and the final prospectus supplement thereto relating to the Securities, as filed with the Commission pursuant to Rule 173 under the Securities Act) in connection with confirmation 424(b) 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 and provided to the term Representatives for use by the Underwriters; and "Registration Statement" shall be deemed to include means, collectively, the various parts of the above-referenced registration statement, each as amended as of the Effective Date for such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, part, including any Preliminary Prospectus or the Prospectus shall and all exhibits to such registration statement. Any reference to the "most recent Preliminary Prospectus" will be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Securities Act prior to or on the date hereof (including, for purposes of this Agreement, any documents incorporated by reference therein prior to or on the date of this Agreement). Any reference to any 2 Registration Statement, Preliminary Prospectus or the Prospectus will be deemed to refer to and include the any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, Act as of the date when such Registration Statement became effective or the date of such Preliminary Prospectus or the Registration Statement Prospectus, as the case may be. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus will be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any incorporated by reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any in such Preliminary Prospectus or the Prospectus shall Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will be deemed to refer to and include any documents annual report of the Company on Form 10-K, or amendment thereto, filed after such date under with the Securities Commission pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, and after the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Effective Date that are deemed to be is 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. Statement. 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 S-1 (File No. 333-232488), 333-[•]), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, information deemed pursuant t...o 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 Information"), effectiveness, is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means the preliminary prospectus, as supplemented by the preliminary prospectus supplement, 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, dated June 12, 2018, and the term "Prospectus" means the prospectus dated June [•], 2018 (the "Basic Prospectus"), as supplemented by the prospectus supplement dated June [•], 2018 (the "Prospectus Supplement"), 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 S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such the 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. be. 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) Act), if any, listed on Annex A hereto. "Applicable Time" means 7:00 [•] P.M., New York City time, on October 21, 2020. June [•], 2018. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a an "automatic shelf registration statement statement" (as defined in Rule 405 under the Securities Act) on Form S-3 (File No. 333-232488), including a prospectus, 333-212077). For purposes of this Agreement, the following terms have the specified meanings: ..."Applicable Time" means 4:10 p.m. (New York City time) on the date of this Agreement; "Base Prospectus" means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been amended on or prior to the date hereof, relating to the Shares. Such registration statement, Securities; "Disclosure Package" means, as amended at of the time it became effective, including Applicable Time, the information, if any, most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time and identified on Schedule 2 hereto, other than a road show that is an Issuer Free Writing Prospectus under Rule 433 of the Securities Act; "Effective Date" means any date as of which any part of the Registration Statement or any post-effective amendment thereto relating to the Securities became, or is deemed pursuant to Rule 430A, 430B or 430C have become, effective under the Securities Act (including pursuant to be part Rule 430B of the registration statement at Securities Act); "Final Term Sheet" means the time term sheet prepared pursuant to Section 4(a) of its effectiveness ("Rule 430 Information"), is the Agreement and substantially in the form attached in Schedule 3 hereto; "Issuer Free Writing Prospectus" means each "free writing prospectus" (as defined in Rule 405 of the Securities Act) prepared by or on behalf of the Company or used or referred to herein as by the "Registration Statement"; and as used herein, Company in connection with the term offering of the Securities, including the Final Term Sheet; "Preliminary Prospectus" means each any preliminary prospectus relating to the Securities, including the Base Prospectus and any preliminary prospectus supplement thereto, included in such registration statement (and any amendments thereto) before effectiveness, any prospectus the Registration Statement or as filed with the Commission pursuant to Rule 424(a) under 424(b) of the Securities Act and provided to the prospectus included in Representatives for use by the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term Underwriters; "Prospectus" means the final prospectus in relating to the form first used (or made available upon request of purchasers Securities, including the Base Prospectus and the final prospectus supplement thereto relating to the Securities, as filed with the Commission pursuant to Rule 173 under the Securities Act) in connection with confirmation 424(b) 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 and provided to the term Representatives for use by the Underwriters; and "Registration Statement" shall be deemed to include means, collectively, the various parts of the above-referenced registration statement, each as amended as of the Effective Date for such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, part, including any Preliminary Prospectus or the Prospectus shall and all exhibits to such registration statement. 2 Any reference to the "most recent Preliminary Prospectus" will be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Securities Act prior to or on the date hereof (including, for purposes of this Agreement, any documents incorporated by reference therein prior to or on the date of this Agreement). Any reference to any Registration Statement, Preliminary Prospectus or the Prospectus will be deemed to refer to and include the any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, Act as of the date when such Registration Statement became effective or the date of such Preliminary Prospectus or the Registration Statement Prospectus, as the case may be. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus will be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any incorporated by reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any in such Preliminary Prospectus or the Prospectus shall Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will be deemed to refer to and include any documents annual report of the Company on Form 10-K, or amendment thereto, filed after such date under with the Securities Commission pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, and after the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Effective Date that are deemed to be is 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. Statement. View More
Registration Statement. The Company has and the Subsidiary Guarantors have 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"), Act", and including the rules and regulations of the Commission under the Exchange Act (as defined below), the "Rules and Regulations"), a registration statement on Form S-3 (File No. 333-232488), 333-199110), including a pr...ospectus, relating to debt securities, including the Shares. Securities, to be issued from time to time by the Company and the Subsidiary Guarantors. Such registration statement, as amended at the time it became becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, thereto), 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. 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. 2 At or prior to 3:45 p.m. (New York City time) on the Applicable Time (as defined below), date hereof, the 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 1, 2014 relating to the debt securities to be issued from time to time by the Company pursuant to the Registration Statement; a Preliminary Prospectus Supplement dated November 17, 2014, relating to the Securities, 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. hereto as constituting part of the Time of Sale Information. Pursuant to an agreement and plan of merger dated July 15, 2014 (together with the schedules and exhibits thereto, the "Merger Agreement") among the Company, Rockwood Holdings, Inc., a Delaware corporation ("Rockwood"), and Holdings, Holdings is expected to merge with and into Rockwood (the "Merger"), with Rockwood 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 has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a an "automatic shelf registration statement statement" (as defined in Rule 405 under the Securities Act) on Form S-3 (File No. 333-232488), including a prospectus, 333-212077). For purposes of this Agreement, the following terms have the specified meanings: ..."Applicable Time" means 3:00 p.m. (New York City time) on the date of this Agreement; "Base Prospectus" means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been amended on or prior to the date hereof, relating to the Shares. Such registration statement, Securities; "Disclosure Package" means, as amended at of the time it became effective, including Applicable Time, the information, if any, most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time and identified on Schedule 2 hereto, other than a road show that is an Issuer Free Writing Prospectus under Rule 433 of the Securities Act; "Effective Date" means any date as of which any part of the Registration Statement or any post-effective amendment thereto relating to the Securities became, or is deemed pursuant to Rule 430A, 430B or 430C have become, effective under the Securities Act (including pursuant to be part Rule 430B of the registration statement at Securities Act); "Final Term Sheet" means the time term sheet prepared pursuant to Section 4(a) of its effectiveness ("Rule 430 Information"), is the Agreement and substantially in the form attached in Schedule 3 hereto; "Issuer Free Writing Prospectus" means each "free writing prospectus" (as defined in Rule 405 of the Securities Act) prepared by or on behalf of the Company or used or referred to herein as by the "Registration Statement"; and as used herein, Company in connection with the term offering of the Securities, including the Final Term Sheet; "Preliminary Prospectus" means each any preliminary prospectus relating to the Securities, including the Base Prospectus and any preliminary prospectus supplement thereto, included in such registration statement (and any amendments thereto) before effectiveness, any prospectus the Registration Statement or as filed with the Commission pursuant to Rule 424(a) under 424(b) of the Securities Act and provided to the prospectus included in Representatives for use by the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term Underwriters; "Prospectus" means the final prospectus in relating to the form first used (or made available upon request of purchasers Securities, including the Base Prospectus and the final prospectus supplement thereto relating to the Securities, as filed with the Commission pursuant to Rule 173 under the Securities Act) in connection with confirmation 424(b) 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 and provided to the term Representatives for use by the Underwriters; and "Registration Statement" shall be deemed to include means, collectively, the various parts of the above-referenced registration statement, each as amended as of the Effective Date for such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, part, including any Preliminary Prospectus or the Prospectus shall and all exhibits to such registration statement. Any reference to the "most recent Preliminary Prospectus" will be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement 2 or filed pursuant to Rule 424(b) of the Securities Act prior to or on the date hereof (including, for purposes of this Agreement, any documents incorporated by reference therein prior to or on the date of this Agreement). Any reference to any Registration Statement, Preliminary Prospectus or the Prospectus will be deemed to refer to and include the any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, Act as of the date when such Registration Statement became effective or the date of such Preliminary Prospectus or the Registration Statement Prospectus, as the case may be. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus will be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any incorporated by reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any in such Preliminary Prospectus or the Prospectus shall Prospectus, as the case may be; and any reference to any amendment to the Registration Statement will be deemed to refer to and include any documents annual report of the Company on Form 10-K, or amendment thereto, filed after such date under with the Securities Commission pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, and after the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Effective Date that are deemed to be is 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. Statement. View More
Registration Statement. The Company has and Parent have prepared and filed with the Securities and Exchange Commission (the "Commission") an automatic shelf registration statement on Form S-3, File No. 333-211204, including a base prospectus (the "Base Prospectus") to be used in connection with the public offering and sale of certain securities, including the Securities. Such registration statement (the "Registration Statement"), as of any time, means such registration statement as amended by any post-effective amendme...nts thereto to such 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 August 8, 2017 describing the Securities 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 the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under Base Prospectus in preliminary form that describes the Securities Act and the offering thereof and is used prior to be part the filing of the registration statement at the time of its effectiveness ("Rule 430 Information"), Prospectus (as defined below) 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 Securities 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 Securities or in the form first made available upon request to the Underwriters by the Company and Parent to meet requests of purchasers pursuant to Rule 173 under the Securities Act) Act. References 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 this Agreement to the term "Registration Statement" Preliminary Prospectus, any preliminary prospectus and the Prospectus shall be deemed refer to include both the prospectus supplement and the Base Prospectus components of such Rule 462 Registration Statement. Any reference prospectus. References in this underwriting agreement (this "Agreement") 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, 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 2 The "Time of Sale Information" shall mean collectively: (i) the Preliminary Prospectus, dated August 8, 2017 as amended and supplemented immediately 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 below) and (ii) 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., 2:40 P.M. New York City time, time on October 21, 2020. August 8, 2017, the time when sales of the Securities were first made. View More
